FOCUS ENHANCEMENTS INC
S-3, 1998-04-06
COMPUTER COMMUNICATIONS EQUIPMENT
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         As filed with the Securities and Exchange Commission on April 6, 1998

                                                  Registration No. 333- _____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                            FOCUS ENHANCEMENTS, INC.
             (Exact name of registrant as specified in its charter)


            Delaware                     1-11860                04-3186320
        (State or other               (Commission             (IRS Employer
 jurisdiction of incorporation)        File Number)       Identification Number)
                                                                         

                                 142 North Road
                          Sudbury, Massachusetts 01776
                                 (781) 371-2000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                              Christopher P. Ricci
                    Senior Vice President and General Counsel
                            FOCUS Enhancements, Inc.
                                 142 North Road
                          Sudbury, Massachusetts 01776
                                 (781) 371-2000
              (Name, address, including zip code, telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             John A. Piccione, Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                              ---------------------

         Approximate  date of commencement of proposed sale to the public:  From
time  to  time or at one  time  after  the  effective  date of the  Registration
Statement as determined by market conditions.
         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. |_|
         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering. |_| _____________
         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. |_| _____________
         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. |_|
<PAGE>
                             -----------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
                                                                                             Proposed               Amount of
  Title of Each Class of Securities to       Amount to                                        Maximum             Registration
              be Registered                be Registered            Price to Public       Offering Price             Fee(2)

<S>                                         <C>                       <C>                 <C>                       <C>   
Common Stock, par value $.01 per             1,441,224                 $3.15625            $4,548,863.20             $1,341.91
share(1)
<FN>
(1)  The Common Stock being  registered  consists of: (i) 1,092,150  shares issued to JNC Opportunity  Fund Ltd. (the "Investor") in
     connection with a private placement in March 1998 (the "March 98 Offering");  (ii) 327,645 shares issuable to the Investor upon
     the exercise of a warrant issued to the Investor;  and (iii) 21,429 shares issuable upon the exercise of warrants issued to the
     placement agent and its designee in connection with the March 98 Offering,  all as described in the "SELLING STOCKHOLDERS" and
     "PLAN OF DISTRIBUTION" sections of the Prospectus.

(2)  The registration  fee is calculated  pursuant to Rule 457(c) of the Securities Act of 1933 by taking the average of the bid and
     asked prices of the registrant's Common Stock, $.01 par value per share, on March 31, 1998 as reported on the NASDAQ SmallCap
     Market.
</FN>
</TABLE>

         The Registrant hereby amends this  Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  Registrant
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.




                                      (ii)

<PAGE>
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                              Subject to Completion
                   Preliminary Prospectus Dated April 6, 1998
REOFFER
PROSPECTUS
                            FOCUS ENHANCEMENTS, INC.

                        1,441,224 Shares of Common Stock

     This  Prospectus  relates  to the offer and sale from time to time of up to
1,441,224  shares (the "Shares") of common stock,  $.01 par value per share (the
Common  Stock") of FOCUS  Enhancements,  Inc.  (the  "Company"),  by the Selling
Stockholders named herein (the "Selling  Stockholders"),  or by their respective
pledgees, donnees, transferees or other successors in interest that receive such
Shares as a gift,  partnership  distribution or other non-sale related transfer.
Of the 1,441,224  Shares being offered hereby:  (i) 1,092,150 Shares were issued
to JNC Opportunity Fund Ltd. (the "Investor");  (ii) 327,645 Shares are issuable
upon the exercise of warrants (the "Investor  Warrants") issued to the Investor;
and (iii) 21,429 Shares are issuable upon the exercise of warrants issued to the
placement agent and its designee (the "Broker  Warrants" and,  together with the
Investor Warrants,  the "Warrants").  The Shares and Warrants were issued by the
Company to the Selling Stockholders on March 3, 1998 in a private placement (the
"March 98 Offering"). To the extent that the Warrants are exercised, the Company
will receive  proceeds equal to the exercise price of the Warrants.  The Company
will  not  receive  any  proceeds  from the sale of the  Shares  by the  Selling
Stockholders.  The expenses of  registration  of the Shares which may be offered
hereby under the Securities Act of 1933, as amended (the "Securities  Act") will
be paid by the Company.

         The  Shares  covered  under the  Registration  Statement  of which this
Prospectus  is a part may be  offered  for sale  from time to time by or for the
account of the Selling Stockholders,  or their pledgees,  donees, transferees or
other successors in interest, in the open market, on the NASDAQ Small Cap Market
or on one or more  exchanges on which the Shares are then  listed,  in privately
negotiated  transactions,  in an underwritten offering, in a combination of such
methods, or by any other legally available means, at market prices prevailing at
the time of such sale, at prices related to such  prevailing  market prices,  at
negotiated prices or at fixed prices. The Shares are intended to be sold through
one or more  broker-dealers or directly to purchasers.  Such  broker-dealers may
receive  compensation in the form of discounts,  concessions or commissions from
the Selling Stockholders,  their successors in interest and/or the purchasers of
the  Shares  for whom such  broker-dealers  may act as agent or to whom they may
sell as principal, or both (which compensation as to a particular  broker-dealer
may be in excess of  customary  commissions).  The Selling  Stockholders,  their
successors in interest and/or any  broker-dealers  acting in connection with the
sale of the Shares  hereunder may be deemed to be underwriters  with the meaning
of  Section  2(11)  of  the  Securities   Act,  and  any  commissions  or  other
compensation  received by them and any profits realized by them on the resale of
the  Shares as  principals  may be deemed  underwriting  compensation  under the
Securities Act. See "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION."

         The Common  Stock is traded on the  Nasdaq  SmallCap  Market  under the
symbol FCSE.  On March 31,  1998,  the last sale price of the  Company's  Common
Stock as reported on the Nasdaq SmallCap Market was $3 1/8.
                             ----------------------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
               COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COM-
                MISSION OR ANY STATE SECURITIES COMMISSION PASSED
                      UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
                             ----------------------

                 AN INVESTMENT IN THE SECURITIES OFFERED HEREBY
               INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
                              AT PAGES 5 THROUGH 7.
                             ----------------------
                  The date of this Prospectus is April __, 1998.
<PAGE>
         No person has been  authorized to give any  information  or to make any
representations  other than those contained or incorporated by reference in this
Prospectus in connection  with the offer  contained in this  Prospectus  and, if
given or made, such  information or  representations  must not be relied upon as
having  been  authorized  by the  Company  or  the  Selling  Stockholders.  This
Prospectus  does not constitute an offer to sell or  solicitation of an offer to
buy securities in any  jurisdiction to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances,  create an implication that there
has been no change in the  affairs of the  Company  since the date hereof or the
information contained or incorporated by reference herein is correct at any time
subsequent to the date hereof.

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements and other information filed by the Company with the Commission can be
inspected and copies obtained at the public reference  facilities  maintained by
the  Commission  at  Judiciary  Plaza,  Room  1024,  450  Fifth  Street,   N.W.,
Washington, D.C. 20549, and at the following regional offices of the Commission:
Chicago Regional Office,  Citicorp Center, 500 West Madison Street,  Suite 1400,
Chicago,  Illinois 60661- 2511; and New York Regional Office,  Seven World Trade
Center,  Suite 1300,  New York,  New York 10048.  Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington,  D.C. 20549. Such
materials may also be accessed  electronically by means of the Commission's home
page at http://www.sec.gov.

         The  Company  has filed  with the  Commission  a Form S-3  Registration
Statement (herein, together with all amendments and exhibits, referred to as the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities  Act"). This prospectus,  which constitutes part of the Registration
Statement  filed by the Company with the  Commission  under the  Securities  Act
omits certain information contained in the Registration  Statement in accordance
with the rules and  regulations of the  Commission.  Reference is hereby made to
the  Registration  Statement  and the  exhibits  relating  thereto  for  further
information with respect to the Company and the securities  offered hereby.  Any
statements  contained  herein  concerning  provisions  of any  documents are not
necessarily  complete,  and, in each instance,  reference is made to the copy of
such  document  filed as an exhibit to the  Registration  Statement or otherwise
filed with the  Commission.  Each such statement is qualified in its entirety by
such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, which have been filed with the Commission pursuant
to the Exchange Act, are hereby incorporated in this Prospectus and specifically
made a part hereof by reference:  (i) the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1997; (ii) the definitive  Proxy Statement filed
with the Commission  dated June 20, 1997 provided to  stockholders in connection
with the Annual  Meeting of  Stockholders  held on July 25, 1997;  and (iii) the
description  of  the  Company's  Common  Stock  contained  in  the  Registration
Statement on Form SB-2 File No.  33-60248-B  filed with the  Commission on March
29, 1993,  as amended.  All documents  filed by the Company  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Prospectus and prior to

                                       -2-
<PAGE>
the termination of the offering of the securities offered hereby shall be deemed
to be  incorporated  by reference  into this  Prospectus and to be a part hereof
from the respective dates of filing of such documents.

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  herein  by  reference  shall be deemed  to be  modified  or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained  herein  (or  in  the  applicable  Prospectus  Supplement),  or in any
subsequently filed document that also is or is deemed to be incorporated  herein
by  reference,  modifies or supersedes  such  statement.  Any such  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom this  Prospectus is delivered,  upon the written or oral request of such
person, a copy of any and all of the information  that has been  incorporated by
reference  in this  Prospectus  (excluding  exhibits  unless such  exhibits  are
specifically incorporated by reference into the information that this Prospectus
incorporates).  Requests  for such  copies  should be made to the Company at its
principal  executive  offices,  142 North Road,  Sudbury,  Massachusetts  01776,
Attention: Christopher P. Ricci, telephone (781) 371-2000.



                                       -3-

<PAGE>
                               PROSPECTUS SUMMARY

         The following  summary  information is qualified in its entirety by the
more detailed information appearing elsewhere in this Prospectus or incorporated
herein by reference and the financial  statements which are incorporated  herein
by reference.

THE COMPANY.......................     FOCUS Enhancements,  Inc. (the "Company"
                                       or "FOCUS") internally develops, markets
                                       and sells  worldwide a proprietary  line
                                       of PC-to-TV  video  conversion  products
                                       for  PC's  and   Macintoshes   (R).  The
                                       Company's   proprietary  PC-to-TV  video
                                       conversion products include video output
                                       devices  marketed  and  sold  under  the
                                       Company's  registered "TView" trademark.
                                       All of the Company's PC-to-TV conversion
                                       products  enable  users to  transmit  at
                                       low-cost,    high   quality,    computer
                                       generated  images from any DOS,  Windows
                                       or Mac OS based personal computer to any
                                       television  of any size with a  standard
                                       RCA   or   S-Video   interface.   FOCUS'
                                       PC-to-TV   technology   provides  sharp,
                                       flicker-free,  computer-generated images
                                       on televisions  for  multimedia/business
                                       presentations,        classroom/training
                                       sessions,   game   playing,   collective
                                       viewing  of  computer  applications  and
                                       Internet  browsing.  The Company markets
                                       and  sells its  FOCUS  branded  consumer
                                       products  globally  through a network of
                                       distributors,   volume  resellers,  mail
                                       order,  value added  resellers  ("VARs")
                                       and  original  equipment   manufacturers
                                       ("OEMs").    

RISK FACTORS......................     The Offering involves  substantial risk.
                                       See "RISK FACTORS".        

SECURITIES OFFERED................     1,441,224   Shares.   The  Common  Stock
                                       offered   hereby    consists   of:   (i)
                                       1,092,150 Shares issued to the Investor;
                                       (ii)  327,645  Shares  issuable  to  the
                                       Investor   upon  the   exercise  of  the
                                       Investor  Warrants;   and  (iii)  21,429
                                       Shares  issuable  upon  exercise  of the
                                       Broker     Warrants.     See    "SELLING
                                       STOCKHOLDERS."  

OFFERING PRICE....................     All or part of the Shares offered hereby
                                       may be sold from time to time in amounts
                                       and on  terms  to be  determined  by the
                                       Selling  Stockholders  at  the  time  of
                                       sale. 

USE OF PROCEEDS...................     To the  extent  that  the  Warrants  are
                                       exercised,  the  Company  intends to use
                                       the net  proceeds  for  general  working
                                       capital   purposes.   The  Company  will
                                       receive no part of the proceeds from the
                                       sale of the Shares  registered  pursuant
                                       to this Registration Statement.   

NASDAQ TRADING SYMBOL.............     FCSE

                                       -4-
<PAGE>
                                  RISK FACTORS

         An investment in the securities  offered hereby  involves a high degree
of risk and should only be purchased  by investors  who can afford to lose their
entire  investment.  The  following  factors,  in  addition  to those  discussed
elsewhere in the  Prospectus,  should be considered  carefully in evaluating the
Company and its business.

         Future  Capital  Needs.  At December 31, 1997,  the Company had working
capital of $2,619,300, cash and cash equivalents of $719,851 and was fully drawn
on its line of credit  (approximately  $720,000 at December  31,  1997) with its
bank and its $1.5 million term note with an unaffiliated  lender.  Historically,
the  Company  has been  required  to meet its  short- and  long-term  cash needs
through  debt and the sale of Common  Stock in private  placements  in that cash
flow from operations has been  insufficient.  During 1997, the Company  received
approximately  $6,082,000 in net proceeds  from the exercise of warrants,  stock
options  and the sale of Common  Stock.  In March  1998,  the  Company  received
approximately  $2,800,000  in net proceeds  from the sale of Common Stock in the
March 98 Offering.

         The Company's future capital  requirements will depend on many factors,
including  cash flow from  operations,  continued  progress in its  research and
development programs,  competing technological and market developments,  and the
Company's ability to market its products successfully.  During 1998, the Company
may be required to raise additional  funds through equity or debt financing,  of
which there can be no assurance.  Any equity  financing could result in dilution
to the  Company's  then-existing  stockholders.  Sources of debt  financing  may
result in higher interest expense. Any financing, if available,  may be on terms
unfavorable to the Company. If adequate funds are not available, the Company may
be required to curtail its activities significantly.

         Reliance on Major  Customers.  For the year ended  December  31,  1997,
approximately  16% of the Company's  revenues were derived from sales to a major
distributor, approximately 27% of the Company's revenues were derived from sales
to a major manufacturer of personal computers and its contract manufacturer, and
approximately  11% of the Company's  revenues were derived from sales to a major
television  manufacturer.  Management expects that sales to these customers will
continue to represent a significant percentage of the Company's future revenues.
The Company does not have long-term  contracts pursuant to which any customer is
required to purchase any minimum  amount of products.  There can be no assurance
that the Company will continue to receive orders of the same magnitude as in the
past from  existing  customers  or that it will be able to market its current or
proposed  products  to new  customers.  The loss of any  major  customer  by the
Company would have a materially adverse effect on the business of the Company as
a whole.

         History of  Operating  Losses.  The  Company  has  experienced  limited
profitability  since its inception and at December 31, 1997,  had an accumulated
deficit of  $22,411,611.  The Company  incurred  net losses of  $10,772,410  and
$1,986,079 for the years ended December 31, 1996 and 1997, respectively.
There can be no assurance that the Company will be profitable in 1998.

         Limited Availability of Capital under Credit Arrangements with Lenders.
The Company  maintains a line of credit with Silicon  Valley Bank which is fully
drawn  ($720,000  was owed to the bank at December  31,  1997).  At December 31,
1997,  the Company was in violation of certain  debt  covenants  relating to the
line of credit. In addition, the line of credit was scheduled to expire on March
8, 1998.  The Company has  received a waiver of the  covenants  from the bank, a
revision of the loan covenants and an agreement to extend the line until June 8,
1998. The Company is currently in  discussions  with another lender to refinance
this line.

                                       -5-
<PAGE>
         The Company also owes $1.5 million to an  unaffiliated  lender pursuant
to a term note that currently accrues interest at a revolving rate of prime plus
4%, is payable  quarterly in arrears at the end of December,  March,  June,  and
September,  and was  due  February  1,  1996.  On June  28,  1996,  the  Company
negotiated  an amendment to the term note with the lender to extend the due date
of the term note to March 31,  1997.  Pursuant  to the  amendment,  the  Company
granted the lender a second security  interest in all the assets of the Company.
The Company is currently negotiating an additional extension with the lender.

         In the event that the Company is  unsuccessful  in refinancing its bank
line of credit or that the  unaffiliated  lender does not extend the due date of
its term note,  the Company  would be required to repay the amounts  outstanding
from working capital or from equity or debt financing.

         Market  Acceptance.  The  Company's  sales and  marketing  strategy  is
targeted to sales of its PC-to- TV video-graphics  products to the Windows,  Mac
OS markets,  including computer  manufacturers,  VGA graphic card developers and
VGA  chip  developers,  as well as to  television  manufacturers.  Although  the
Company has to date experienced success in penetrating these markets,  there can
be no  assurance  that the  Company's  marketing  strategy  will  continue to be
effective  and  that  current  customers  will  continue  to buy  the  Company's
products.  Market acceptance of the Company's current and proposed products will
depend upon the  ability of the Company to  demonstrate  the  advantages  of its
products over other PC-to-TV video- graphics products.

         Reliance on Vendors. In the year ended December 31, 1997, approximately
90% of the components for the Company's  products were secured and  manufactured
on a turnkey basis by two vendors. In the event that either vendor were to cease
supplying the Company, management believes there are alternative vendors for the
components for the Company's  products.  However,  the Company would  experience
short-term delays in the shipment of its products.

         Dependence on Timely Delivery of the FOCUS Scan 300 Chip. In late 1997,
the  Company  completed  development  of an ASIC  called the FOCUS Scan 300 Chip
which the Company  will  incorporate  into all of its next  generation  PC-to-TV
video-graphics  products.  The  Company  is  relying  on an  outside  vendor  to
manufacture  its  requirements  for  the  Chip.  A  significant  portion  of the
Company's  anticipated  revenues  and gross  margins for 1998 are  dependent  on
timely delivery of sufficient  quantities of the FOCUS Scan 300 Chip in order to
fill  pending and  anticipated  orders.  In the event that the Company  does not
receive sufficient quantities of the Chip to fill orders, the Company's revenues
and profitability for 1998 could be adversely effected.

         Technological  Obsolescence.   The  Windows  and  Mac  OS  markets  are
characterized  by extensive  research and  development  and rapid  technological
change resulting in product life cycles of nine to eighteen months.  Development
by others of new or improved  products,  processes or technologies  may make the
Company's  products  or proposed  products  obsolete  or less  competitive.  The
Company will be required to devote substantial  efforts and financial  resources
to enhance its existing  products and to develop new  products.  There can be no
assurance that the Company will succeed with these efforts.

         Competition.  The Windows and Mac OS markets are extremely competitive.
The Company  currently  competes with other  developers  of PC-to-TV  conversion
products  and with  video-graphic  integrated  circuit  developers.  Many of the
Company's  competitors  have greater market  recognition and greater  financial,
technical,  marketing and human resources than the Company. Although the Company
is not currently aware of any announcements by its competitors that would have a
material impact on the Company or its operations, there can be no assurance that
the Company will be able to compete  successfully  against existing companies or
new entrants to the marketplace.

                                       -6-
<PAGE>
         Component Supply Problems.  The Company purchases all of its parts from
outside  suppliers and from time to time  experiences  delays in obtaining  some
components or  peripheral  devices.  The Company  attempts to reduce the risk of
supply interruption by evaluating and obtaining  alternative sources for various
components or peripheral devices. However, there can be no assurance that supply
shortages  will not occur in the future which could  significantly  increase the
cost,  or delay  shipment  of,  the  Company's  products,  which  in turn  could
adversely affect its results of operations.

         Protection of Proprietary  Information.  Although the Company currently
has three patents  pending,  all with respect to its PC-to-TV  video  conversion
chips, and anticipates  filing another patent  application in the second quarter
of this year,  the Company  does not  currently  have any  patents.  The Company
treats its technical data as confidential  and relies on internal  nondisclosure
safeguards,  including  confidentiality  agreements with employees,  and on laws
protecting trade secrets to protect its proprietary information. There can be no
assurance that these measures will adequately protect the confidentiality of the
Company's proprietary  information or that others will not independently develop
products or technology  that are equivalent or superior to those of the Company.
While it may be necessary or desirable in the future to obtain licenses relating
to one or more of its  products or  relating to current or future  technologies,
there can be no assurance that the Company will be able to do so on commercially
reasonable terms.


                                       -7-

<PAGE>
                                   THE COMPANY

         FOCUS   Enhancements,   Inc.  (the  "Company"  or  "FOCUS")  internally
develops,  markets and sells  worldwide  a line of  proprietary  PC-to-TV  video
conversion products for PC's and Macintoshes (R). Based on an independent survey
by Frost & Sullivan,  the Company is an industry  leader in the  development and
marketing of PC-to-TV  video  conversion  products that make personal  computers
"TV-ready" and televisions "PC- ready."

         The Company's  proprietary  PC-to-TV video conversion  products include
video output devices marketed and sold under the Company's  registered trademark
"TView."  All of the  Company's  PC-to-TV  conversion  products  enable users to
transmit at  low-cost,  high-quality,  computer  generated  images from any DOS,
Windows or Mac OS based  personal  computer to any television of any size with a
standard RCA or S-Video interface.  FOCUS' PC-to-TV  technology  provides sharp,
flicker-free,  computer-generated  images on televisions for multimedia/business
presentations,  classroom/training sessions, game playing, collective viewing of
computer applications, and Internet browsing.

         The  Company  markets  and sells its FOCUS  branded  consumer  products
globally  through a network  of  distributors,  volume  resellers,  mail  order,
value-added resellers ("VARs") and original equipment manufacturers ("OEMs"). In
North  America,  the Company  markets and sells its  products  through  national
distributors  such as Ingram Micro D, D & H, Academic and Nuvo;  national volume
resellers  such as CompUSA,  Computer  City,  Micro Center,  Staples and through
third party mail order companies such as MicroWarehouse,  Multiple Zones, Global
Direct, PC Connection and CDW.

         In addition,  the FOCUS branded PC-to-TV products have been selected by
leading  personal  computer  manufacturers  to be marketed with the use of their
select  brand of personal  computers.  Compaq,  and Toshiba  have  included  the
Company's  PC-to-TV  products on their selected market price lists,  and promote
the FOCUS PC-to-TV products in their box materials.

         The Company also markets and sells its products internationally in over
30 countries by  independent  distributors  in each country.  These  independent
distributors market and sell the FOCUS branded products to retailers, mail order
companies, and VARs in their respective countries.

         In addition to the FOCUS branded products,  the Company markets,  sells
or licenses its proprietary PC-to-TV technology to television manufacturers such
as Philips Consumer Electronics and Zenith Electronics, and to personal computer
manufacturers  such as Apple  Computer.  The Company is currently in discussions
with  several  other  PC  manufacturers,   television  manufacturers,  VGA  chip
developers and VGA card developers globally.

         The  Company  was  founded  in  December   1991,  as  a   Massachusetts
corporation and was  reincorporated in Delaware in April 1993. In December 1993,
the  Company  acquired  Lapis  Technologies  Inc.  ("Lapis"),   a  developer  of
high-quality,  low-cost  Macintosh PC to TV video graphics  products.  Effective
September 30, 1996, the Company  consummated the  acquisition of TView,  Inc., a
developer of PC-to-TV video  conversion ASIC  technology.  This  acquisition has
played a major  strategic role in allowing  FOCUS to gain a major  technological
lead over  competitors in the video scan conversion  category and has positioned
FOCUS as a leader in PC-to-TV  video  conversion  technology.  On September  30,
1997, the Company sold its line of computer connectivity products.

         The  Company's  principal  executive  offices  are located at 142 North
Road,  Sudbury,  Massachusetts  01776.  Its research and  development  center is
located at 9275 SW Nimbus Drive, Beaverton, Oregon 97008. The Company's European
sales and marketing office, FOCUS Enhancements B.V., is located at Schipholweg

                                       -8-
<PAGE>
118,  Kantorenhuis,  2316 XD Leiden,  The  Netherlands.  The  Company's  general
telephone   number  is  (978)   371-2000  and  its   Worldwide  Web  address  is
http://www.focusinfo.com.

                                 USE OF PROCEEDS

         The  Company  will not  receive  any  proceeds  from the  resale by the
Selling Stockholders of the Shares.

         Management  intends  to use  any  proceeds  from  the  exercise  of the
Warrants  for  general  working  capital  purposes  including   expenditures  in
connection with the development,  sales and marketing of future products for the
Company.

                              SELLING STOCKHOLDERS

         The Shares being  offered for resale by the Selling  Stockholders  were
acquired in connection  with the March 98 Offering and include  shares of Common
Stock  issuable upon exercise of the Warrants.  In connection  with the March 98
Offering,  the Company  granted the Selling  Stockholders  certain  registration
rights pursuant to which the Company agreed to keep the Registration  Statement,
of which this  Prospectus is a part,  effective  until the date that all of such
Shares have been sold pursuant to the  Registration  Statement or the Shares are
otherwise  eligible for resale  pursuant to Rule 144(k) of the  Securities  Act,
whichever  occurs  first.  The  Company  has  agreed to  indemnify  the  Selling
Stockholders  and  each  of  their  officers,   directors,  members,  employees,
partners,  agents and each person who controls  any of the Selling  Stockholders
against certain expenses,  claims,  losses,  damages and liabilities (or action,
proceeding  or inquiry  by any  regulator  or  self-regulatory  organization  in
respect thereof).  The Company has agreed to pay its expenses of registering the
Shares under the Securities Act,  including  registration  and filing fees, blue
sky expenses,  printing expenses,  accounting fees,  administrative expenses and
its own counsel fees.

         The  following  table sets forth the name of each Selling  Stockholder,
the  number  of  shares  of  Common  Stock  beneficially  owned by such  Selling
Stockholder  as of March 3, 1998 and the number of Shares being  offered by each
Selling  Stockholder.  The Shares being offered  hereby are being  registered to
permit public secondary trading,  and the Selling  Stockholders may offer all or
part  of the  Shares  for  resale  from  time to  time.  However,  such  Selling
Stockholders  are under no obligations to sell all or any portion of such Shares
nor are such Selling Stockholders obligated to sell any Shares immediately under
this  Prospectus.  All  information  with  respect to share  ownership  has been
furnished by the Selling Stockholders. Because the Selling Stockholders may sell
all or part of their  Shares,  no  estimates  can be given as to the  number  of
Shares  that will be held by any Selling  Stockholder  upon  termination  of any
offering made hereby. See "PLAN OF DISTRIBUTION."
<TABLE>
<CAPTION>
Name of Selling               Shares Beneficially           Shares to be Sold in the      Shares Owned After
Stockholder                   Owned Prior to the            Offering                      the Offering (1)(2)
                              Offering (1)

<S>                              <C>                           <C>                               <C>
JNC Opportunity Fund              1,419,795                     1,419,795                       - 0 -
Ltd. (3)
Wharton Capital                      15,000                        15,000                       - 0 -
Partners Ltd. (4)
Elizabeth D'Angelis (4)               6,429                         6,429                       - 0 -

                                       -9-
<PAGE>

<FN>

(1)      Except as set forth in footnote (5) below, beneficial ownership is determined in accordance with Rule
         13d-3 of the Exchange Act. The persons named in the table above have sole voting and investment power
         with respect to all shares of Common Stock shown as beneficially owned by them.

(2)      Assumes all Shares offered hereby are sold in the Offering.

(3)      Includes 327,645 Shares issuable upon exercise of the Investor  Warrants.  The Investor  Warrants are
         exercisable  until March 3, 2005 if at any time prior to August 25, 1999,  the average of the closing
         bid prices of the Company's  Common Stock during any  consecutive 20 trading days is equal to or less
         than $2.7469.

(4)      Represent Shares issuable upon exercise of the Broker  Warrants.  The Broker Warrants are exercisable
         at a price of $4.2118 per share until March 3, 2003.

(5)      Pursuant to the terms of the Warrants,  the Warrants are exercisable by any holder only to the extent
         that the number of shares of Common Stock  thereby  issuable,  together  with the number of shares of
         Common  Stock owned by such  holder and its  affiliates  (but not  including  shares of Common  Stock
         underlying  unexercised  portions of the  Warrants)  would not exceed  9.99% of the then  outstanding
         Common Stock as  determined in accordance  with Section 13(d) of the Exchange Act.  Accordingly,  the
         number of Shares  set forth in the table for a Selling  Stockholder  may  exceed the number of Shares
         that such  Selling  Stockholder  could  own  beneficially  at any given  time  through  such  Selling
         Stockholder's  ownership  of the  Warrants.  In that  regard,  beneficial  ownership  of such Selling
         Stockholder set forth in the table is not determined in accordance with Rule 13d-3 under the Exchange
         Act.
</FN>
</TABLE>

                              PLAN OF DISTRIBUTION

         The Shares may be sold or distributed  from time to time by the Selling
Stockholders or by pledgees, donees or transferees of, or successors in interest
to, the  Selling  Stockholders,  directly to one or more  purchasers  (including
pledgees)  or through  brokers,  dealers or  underwriters  who may act solely as
agents or may acquire Shares as principals,  at market prices  prevailing at the
time of sale, at prices related to such prevailing  market prices, at negotiated
prices or at fixed prices,  which may be changed. The distribution of the Shares
may be effected in one or more of the following  methods:  (i) ordinary  brokers
transactions, which may include long or short sales, (ii) transactions involving
cross  or block  trades  or  otherwise  on the  NASDAQ  SmallCap  Market,  (iii)
purchases by brokers,  dealers or  underwriters  as principal and resale by such
purchasers  for their own  accounts  pursuant to this  Prospectus,  (iv) "at the
market" to or through  market  makers or into an existing  market for the Common
Stock,  (v) in other ways not  involving  market makers or  established  trading
markets,  including direct sales to purchasers or sales effected through agents,
(vi)  through  transactions  in  options,  swaps or other  derivatives  (whether
exchange listed or otherwise),  or (vii) any combination of the foregoing, or by
any other legally  available  means.  In addition,  the Selling  Stockholders or
their  successors  in  interest  may  enter  into  hedging   transactions   with
broker-dealers  who may engage in short  sales of shares of Common  Stock in the
course of hedging the positions they assume with the Selling  Stockholders.  The
Selling  Stockholders or their successors in interest may also enter into option
or other  transactions  with  broker-dealers  that  require the delivery by such
broker-dealers of the Shares,  which Shares may be resold thereafter pursuant to
this Prospectus.

         Brokers,   dealers,   underwriters  or  agents   participating  in  the
distribution  of the Shares may receive  compensation  in the form of discounts,
concessions or commissions from the Selling  Stockholders  and/or the purchasers
of Shares for whom such broker-dealers may act as agent or to whom they may sell
as principal,  or both (which compensation as to a particular  broker-dealer may
be in excess of customary commissions).

                                      -10-
<PAGE>
The Selling  Stockholders and any  broker-dealers  acting in connection with the
sale of the Shares hereunder may be deemed to be underwriters within the meaning
of Section 2(11) of the Securities Act, and any commissions received by them and
any profit  realized by them on the resale of Shares as principals may be deemed
underwiting  compensation  under the Securities Act. Neither the Company nor any
Selling Stockholder can presently estimate the amount of such compensation.  The
Company knows of no existing  arrangements  between any Selling  Stockholder and
any other stockholder, broker, dealer, underwriter or agent relating to the sale
of distribution of the Shares.

         Each  Selling  Stockholder  and any other  persons  participating  in a
distribution  of  securities  will be subject to  applicable  provisions  of the
Exchange  Act and the  rules  and  regulations  thereunder,  including,  without
limitation,  Regulation M, which may restrict  certain  activities of, and limit
the timing of purchases and sales of securities  by,  Selling  Stockholders  and
other persons participating in a distribution of securities.  Furthermore, under
Regulation M, persons  engaged in a  distribution  of securities  are prohibited
from simultaneously  engaging in market making and certain other activities with
respect  to  such  securities  for a  specified  period  of  time  prior  to the
commencement  of  such   distributions   subject  to  specified   exceptions  or
exemptions.  All of the foregoing may affect the marketability of the securities
offered hereby.

         Any  securities  covered  by this  Prospectus  that  qualify  for  sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than pursuant to this Prospectus.

         There can be no assurance that the Selling  Stockholders  will sell any
or all of the shares of Common Stock offered by them hereunder.

                                  LEGAL MATTERS

         The  validity  of the Shares  offered  hereby  was passed  upon for the
Company by  Sullivan &  Worcester  LLP,  Boston,  Massachusetts  02109.  John A.
Piccione,  Esq.,  Secretary  of the  Company,  is also a partner  at  Sullivan &
Worcester LLP. Mr.  Piccione holds warrants to purchase  72,740 shares of Common
Stock.

                                     EXPERTS

         The consolidated  financial statements of the Company as of and for the
year ended  December 31, 1997  appearing in the Company's  Annual Report on Form
10-KSB  for the year  ended  December  31,  1997,  have been  audited  by Wolf &
Company, P.C. independent accountants as set forth in their report thereon. Such
financial  statements are incorporated herein by reference in reliance upon such
report  given  upon the  authority  of such firm as experts  in  accounting  and
auditing.

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in such Act and is, therefore,  unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the Shares being  registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.

                                      -11-
<PAGE>

         No dealer,  salesman or other  person has been  authorized  to give any
information  or make any  representation  other  than  those  contained  in this
Prospectus.  If given or made, such information or  representations  must not be
relied upon as having been  authorized by the Company.  This Prospectus does not
constitute  an offer to sell or the  solicitation  of an offer to buy any of the
securities other than the specific  securities to which it relates,  or an offer
or  solicitation  to any  person  in any  jurisdiction  where  such an  offer or
solicitation would be unlawful.
                                                                           
                     TABLE OF CONTENTS
                                                      Page

Available Information....................................2
Incorporation of Certain
  Documents by Reference.................................2                 
Prospectus Summary.......................................4
Risk Factors.............................................5                 
The Company............................................. 8                 
Use of Proceeds..........................................9
Selling Stockholders.....................................9
Plan of Distribution....................................10                 
Legal Matters...........................................11
Experts.................................................11
Disclosure of Commission Position on
  Indemnification for Securities Act
  Liabilities ..........................................11


                        1,441,224 Shares of Common Stock
                                
                                
                                
                                
                                
                                
                                
                            FOCUS ENHANCEMENTS, INC.
                                
                                
                                
                                
                                
                                 ______________
                                
                                   PROSPECTUS
                                 ______________
                                
                                
                                 April |X|, 1998
                                
                                

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

         The expenses in connection  with the issuance and  distribution  of the
Common Stock to be  registered  are  estimated  (except for the  Securities  and
Exchange  Commission  filing fee) below.  All such  expenses will be paid by the
Registrant.


Registration Fee Under Securities Act               $    1,341.91
Blue Sky Fees and Expenses                               5,000.00
Legal Fees and Expenses                                 15,000.00
Accounting Fees and Expenses                             8,000.00
Printing and Mailing Costs                               1,000.00
Miscellaneous Fees and Expenses                          2,000.00
                                                    -------------
            Total Expenses                          $   32,341.91
                                                    =============



Item 15. Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation  to indemnify,  subject to the  standards  therein  prescribed,  any
person in connection with any action,  suit or proceeding  brought or threatened
by reason of the fact that such person is or was a director,  officer,  employee
or agent of the  corporation  or was  serving  as such with  respect  to another
corporation or other entity at the request of such corporation.

         The Delaware General Corporation Law, the Company's charter and by-laws
provide  for   indemnification  of  the  Company's  directors  and  officer  for
liabilities  and expenses  that they may incur in such  capacities.  In general,
directors  and officers are  indemnified  with respect to actions  taken in good
faith in a manner  reasonably  believed  to be in, or not  opposed  to, the best
interests of the Company, and with respect to any criminal action or proceeding,
actions that the  indemnitee  had no reasonable  cause to believe were unlawful.
Reference is made to the Company's Second Restated Certificate of Incorporation,
as amended and Restated By-laws incorporated herein by reference.

         The  Underwriting  Agreement  executed in connection with the Company's
initial public  offering  provides that the  underwriters  are obligated,  under
certain circumstances,  to indemnify directors, officers and controlling persons
of the Company  against certain  liabilities,  including  liabilities  under the
Securities Act of 1933, as amended (the "Act"). Reference is made to the form of
Underwriting  Agreement  previously  filed  as  Exhibit  1.1  to  the  Company's
Registration Statement on Form SB-2, No. 33-60248-B.

         The Company has obtained directors and officers liability insurance for
the benefit of its directors and certain of its officers.

         Reference  is  made  to the  Underwriting  Agreement  described  above,
pursuant to which the Registrant  agreed to indemnify each  underwriter and each
person,  if any, who controls any underwriter  within the meaning of the Act, or
the Securities Exchange Act of 1934, as amended,  against certain types of civil
liabilities arising in connection with the aforementioned Registration Statement
or the prospectus contained therein.

                                      II-1
<PAGE>

Item 16. Exhibits

         The following  documents have been previously filed as Exhibits and are
incorporated  herein  by  reference  except  those  exhibits  indicated  with an
asterisk which are filed herewith:

      Exhibit No.       Description

         2        Agreement  and Plan of Merger dated as of September  30, 1996,
                  by and among FOCUS Enhancements, Inc., a Delaware corporation,
                  FOCUS   Acquisition   Corp.,   a  Delaware   corporation   and
                  wholly-owned  subsidiary of FOCUS, and TView, Inc., a Delaware
                  Corporation(1).
         3.1      Second  Restated  Certificate  of  Incorporation,  as amended,
                  incorporated  by reference to Exhibit No. 3.1 of the Company's
                  Registration  Statement on Form SB-2 [Reg. No. 33-60248-B] and
                  as an exhibit to the Company's  Form 10-QSB dated November 13,
                  1995.
         3.2      Restated By-laws of the Company(2).
         4.1      Specimen certificate for Common Stock of the Company(2).
         4.2*     Securities  Purchase  Agreement  between  the  Company and JNC
                  Opportunity  Fund Ltd.  (the  "Investor")  dated  February 27,
                  1998.
         4.3*     Registration Rights Agreement dated February 27, 1998.
         4.4*     Common Stock  Purchase  Warrant  dated March 3, 1998 issued to
                  the Investor.
         4.5*     Form of Warrant dated March 3, 1998 issued to designees of the
                  Placement Agent(3).
         5.1*     Opinion of Sullivan & Worcester LLP
         23.1*    Consent  of  Wolf  &   Company,   P.C.,   independent   public
                  accountants

         (1) Filed as an exhibit  to the  Company's  Current  Report on Form 8-K
             dated November 4, 1996, and incorporated herein by reference.

         (2) Filed as an exhibit to the Company's Registration Statement on Form
             SB-2, No. 33-60248-B, and incorporated herein by reference.


Item 17. Undertakings

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement:

         (i)      To include any prospectus  required by section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information   set  forth  in  this   registration   statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  (Section 230.424(b) of 17 C.F.R.) if, in the aggregate,

                                      II-2

<PAGE>



                  the changes in volume and price  represent  no more than a 20%
                  change in the maximum  aggregate  offering  price set forth in
                  the  "Calculation of Registration  Fee" table in the effective
                  registration statement; and

         (iii)    To include any material  information  with respect to the plan
                  of distribution not previously  disclosed in this registration
                  statement or any material  change to such  information in this
                  registration statement;

         provided,  however, that subparagraphs (i) and (ii) do not apply if the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is contained in the  periodic  reports  filed by the
         Registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         and  Exchange  Act of 1934 that are  incorporated  by reference in this
         registration statement.

         (2)      That for the purpose of  determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  Securities  offered  herein,  and  the  offering  of such
                  Securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment  any of the Shares  being  registered  which  remain
                  unsold at the termination of the offering.

(b)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public   policy   as   expressed   in  such  Act  and  is,   therefore,
         unenforceable.

(c)      The undersigned registrant hereby undertakes that:

             (1) For purposes of determining  any liability under the Securities
         Act of 1933, the information  omitted from the form of prospectus filed
         as part of this  Registration  Statement in reliance upon Rule 430A and
         contained in a form of prospectus filed by the Company pursuant to Rule
         424(b)(1) or (4) or 497(h) under the  Securities Act shall be deemed to
         be part of this  Registration  Statement as of the time it was declared
         effective; and

             (2) For purposes of determining  any liability under the Securities
         Act of 1933,  each  post-effective  amendment  that  contains a form of
         prospectus shall be deemed to be a new registration  statement relating
         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

                                      II-3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-3 and has  duly  caused  this
Registration  Statement to be signed on its behalf by the undersigned  thereunto
duly authorized, in the Town of Sudbury, Commonwealth of Massachusetts, on April
2, 1998.

                              FOCUS ENHANCEMENTS, INC.


                              By:    /s/ Thomas L. Massie
                                    Thomas L. Massie
                                    Chief Executive Officer

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Form S-3 relating to Common Shares has been signed by the following persons
in the  capacities  and on the dates  indicated.  Each  person  whose  signature
appears below hereby  authorizes  Thomas L. Massie and Christopher P. Ricci, and
each  of  them,   to  file  one  or  more   amendments   (including   additional
post-effective  amendments) to this Registration Statement, which amendments may
make such  changes as any of such  persons  deem  appropriate,  and each person,
individually  and in each capacity  stated below,  hereby  appoints each of such
persons as attorney-in-fact to execute in his name and on his behalf any of such
amendments to the Registration Statement.


Signature                          Title                              Date
- ---------                          -----                              ----

/s/ Thomas L. Massie       President, Chief Executive            April 2, 1998
Thomas L. Massie           Officer and Director 
                           (Principal Executive Officer)
                                                                 April 2, 1998
/s/ Gary Cebula            Vice President of Finance and
Gary Cebula                Administration (Principal
                           Financia land Accounting Officer)

/s/ John C. Cavalier       Director                              April 2, 1998
John C. Cavalier

/s/ William B. Coldrick    Director                              April 2, 1998
William B. Coldrick

/s/ Timothy E. Mahoney     Director                              April 2, 1998
Timothy E. Mahoney


                                      II-5


                                                                     EXHIBIT 4.2



                          SECURITIES PURCHASE AGREEMENT


         SECURITIES PURCHASE AGREEMENT (this "Agreement"),  dated as of February
27, 1998, by and between FOCUS ENHANCEMENTS, INC., a corporation organized under
the laws of the  State of  Delaware  (the  "Company"),  and the  purchaser  (the
"Purchaser") set forth on the execution page hereof.

         WHEREAS:

         A. The Company and the  Purchaser are  executing  and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by the provisions of Regulation D ("Regulation D"), as promulgated by the United
States  Securities and Exchange  Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Securities Act").

         B. The Company desires to sell, and the Purchaser  desires to purchase,
upon the  terms  and  conditions  stated  in this  Agreement,  for an  aggregate
purchase price of Three Million Dollars ($3,000,000) (the "Purchase Price"), (i)
a number of shares (the "Common  Shares") of the  Company's  common  stock,  par
value $.01 per share (the  "Common  Stock"),  equal to the  quotient  of (x) the
Purchase Price,  divided by (y) seventy-five percent (75%) of the average of the
closing  bid prices  for the Common  Stock as  reported  on the Nasdaq  SmallCap
Market  ("SmallCap") by Bloomberg Financial Markets for the five (5) consecutive
trading days ending on the trading day  immediately  preceding  the Closing Date
(as defined in Section 1(c)  hereof);  and (ii)  warrants,  in the form attached
hereto as  Exhibit  A, to  acquire a number of shares of Common  Stock  equal to
thirty  percent (30%) of the number of Common Shares  purchased by the Purchaser
hereunder (the "Warrants"). The shares of Common Stock issuable upon exercise of
or  otherwise  pursuant to the  Warrants  are referred to herein as the "Warrant
Shares." The Common Shares, the Warrants and the Warrant Shares are collectively
referred  to herein as the  "Securities"  and each of them may  individually  be
referred to herein as a "Security."

         C.  Contemporaneous  with the execution and delivery of this Agreement,
the parties hereto are executing and delivering a Registration Rights Agreement,
in the form attached hereto as Exhibit B (the "Registration  Rights Agreement"),
pursuant to which the Company has agreed to provide certain  registration rights
under the Securities Act and the rules and regulations  promulgated  thereunder,
and applicable state securities laws.
       

<PAGE>

         NOW, THEREFORE, the Company and the Purchaser hereby agree as follows:

1.       PURCHASE AND SALE OF SECURITIES.

         a.  Purchase of  Securities.  On the Closing  Date (as defined  below),
subject to the satisfaction (or waiver) of the conditions set forth in Section 6
and Section 7 below, the Company shall issue and sell to the Purchaser,  and the
Purchaser  agrees to  purchase  from the  Company,  the  Common  Shares  and the
Warrants.

         b. Form of Payment.  On the Closing Date,  the Purchaser  shall pay the
Purchase Price by wire transfer to the Company, in accordance with the Company's
written  wiring  instructions,  against  delivery of duly executed  certificates
representing the Common Shares and Warrants,  and the Company shall deliver such
certificates and Warrants against delivery of such Purchase Price.

         c.  Closing  Date.  Subject  to the  satisfaction  (or  waiver)  of the
conditions thereto set forth in Section 6 and Section 7 below, the date and time
of the  issuance  and sale of the Common  Shares and  Warrants to the  Purchaser
pursuant to this  Agreement (the  "Closing")  shall be 12:00 noon, New York City
time, on February 27, 1998,  subject to a three (3) business day grace period at
either  party's  option,  but in any event not later than March 4, 1998, or such
other time as may be mutually  agreed upon by the Company and the Purchaser (the
"Closing  Date").  The closing  shall  occur at the offices of Klehr,  Harrison,
Harvey,  Branzburg & Ellers,  1401  Walnut  Street,  Philadelphia,  Pennsylvania
19102.

2.       PURCHASER'S REPRESENTATIONS AND WARRANTIES.

         The Purchaser represents and warrants to the Company as follows:

         a.  Investment  Purpose.  Purchaser is purchasing  the  Securities  for
Purchaser's own account for investment purposes only and not with a present view
towards the public sale or  distribution  thereof.  Purchaser  understands  that
Purchaser must bear the economic risk of this  investment  indefinitely,  unless
the Securities are registered  pursuant to the Securities Act and any applicable
state  securities  or blue sky laws or an exemption  from such  registration  is
available,  and that the Company has no present  intention  of  registering  the
resale of any such Securities  other than as  contemplated  by the  Registration
Rights Agreement. Notwithstanding anything in this Section 2(a) to the contrary,
by making the  representations  herein, the Purchaser does not agree to hold the
Securities  for any minimum or other  specific  term and  reserves  the right to
dispose  of the  Securities  at any time in  accordance  with or  pursuant  to a
registration statement or an exemption from the registration  requirements under
the Securities Act.

         b. Accredited Investor Status. Purchaser is an "Accredited Investor" as
that term is defined in Rule 501(a) of Regulation D.

         c. Reliance on Exemptions.  Purchaser  understands  that the Securities
are being  offered and sold to Purchaser in reliance  upon  specific  exemptions
from the registration requirements of

                                       -2-
<PAGE>

United States federal and state  securities laws and that the Company is relying
upon  the  truth  and  accuracy  of,  and  Purchaser's   compliance   with,  the
representations,  warranties, agreements,  acknowledgments and understandings of
Purchaser  set  forth  herein in order to  determine  the  availability  of such
exemptions and the eligibility of Purchaser to acquire the Securities.

         d. Information.  Purchaser and its counsel, if any, have been furnished
all materials  relating to the business,  finances and operations of the Company
and materials  relating to the offer and sale of the Securities  which have been
specifically  requested by Purchaser or its counsel.  Purchaser  and its counsel
have been  afforded  the  opportunity  to ask  questions of the Company and have
received  what  Purchaser  believes  to be  satisfactory  answers  to  any  such
inquiries.  In making its decision to purchase  the  Securities,  Purchaser  has
relied  solely upon the  information  concerning  the Company  contained in this
Agreement,  the  schedules  hereto and the SEC  Documents (as defined in Section
3(f) hereof),  and no independent  inquiry or other  investigation  conducted by
Purchaser or its counsel or any of its  representatives  shall modify,  amend or
affect Purchaser's right to rely on the Company's representations and warranties
contained in Section 3 below.  Purchaser understands that Purchaser's investment
in the Securities involves a high degree of risk.

         e.  Governmental  Review.  Purchaser  understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed upon or made any recommendation or endorsement of the Securities.

         f.  Transfer  or  Resale.  Purchaser  understands  that (i)  except  as
provided  in the  Registration  Rights  Agreement,  the  sale or  resale  of the
Securities have not been and are not being  registered  under the Securities Act
or any state securities  laws, and the Securities may not be transferred  unless
(a)  the  resale  of the  Securities  has  been  registered  thereunder;  or (b)
Purchaser  shall have  delivered  to the  Company  an opinion of counsel  (which
opinion shall be in form,  substance and scope customary for opinions of counsel
in comparable  transactions and reasonably acceptable to counsel to the Company)
to the  effect  that the  Securities  to be sold or  transferred  may be sold or
transferred  pursuant  to an  exemption  from  such  registration;  or  (c)  the
Securities  are sold under Rule 144  promulgated  under the Securities Act (or a
successor  rule) ("Rule 144");  or (d) the Securities are sold or transferred to
an  affiliate  of  Purchaser  who  agrees  to sell  or  otherwise  transfer  the
Securities  only in accordance  with the provisions of this Section 2(f) and who
is an Accredited Investor;  and (ii) neither the Company nor any other person is
under any obligation to register such Securities under the Securities Act or any
state  securities  laws  (other  than  pursuant  to  the   Registration   Rights
Agreement).  Notwithstanding  the foregoing or anything else contained herein to
the contrary,  the Securities may be pledged as collateral in connection  with a
bona fide margin account or other lending arrangement.

         g. Legends.  Purchaser  understands  that the Warrants and,  until such
time as the Common  Shares and  Warrant  Shares have been  registered  under the
Securities Act as contemplated by the Registration Rights Agreement or otherwise
may be sold by Purchaser under Rule 144, the  certificates for the Common Shares
and Warrant Shares may bear a restrictive  legend in substantially the following
form:

                                       -3-
<PAGE>

         The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended, or the securities laws of
         any state of the United States.  The securities  represented hereby may
         not be  offered,  sold,  transferred  or  assigned in the absence of an
         effective  registration  statement for the securities  under applicable
         securities laws unless offered,  sold, transferred or assigned under an
         available exemption from the registration requirements of those laws.

         The legend set forth above shall be removed and the Company shall issue
a certificate without such legend to the holder of any Security upon which it is
stamped, if, unless otherwise required by state securities laws, (a) the sale of
such Security is registered  under the  Securities  Act as  contemplated  by the
Registration  Rights  Agreement;  (b) such holder  provides  the Company with an
opinion of counsel,  in form,  substance  and scope  customary  for  opinions of
counsel in comparable  transactions and reasonably  acceptable to counsel to the
Company,  to the effect that a public sale or transfer of such  Security  may be
made without  registration under the Securities Act; or (c) such holder provides
the Company with reasonable assurances that such Security can be sold under Rule
144.  Purchaser agrees to sell all Securities,  including those represented by a
certificate(s) from which the legend has been removed,  pursuant to an effective
registration statement or under an exemption from the registration  requirements
of the  Securities  Act.  In the  event the above  legend  is  removed  from any
Security and thereafter the effectiveness of a registration  statement  covering
such  Security is  suspended  or the Company  determines  that a  supplement  or
amendment  thereto  is  required  by  applicable   securities  laws,  then  upon
reasonable  advance  notice to Purchaser  the Company may require that the above
legend be placed on any such  Security  that cannot then be sold  pursuant to an
effective registration statement or under Rule 144 and Purchaser shall cooperate
in the replacement of such legend.  Such legend shall thereafter be removed when
such Security may again be sold pursuant to an effective  registration statement
or under Rule 144.

         h.  Authorization;  Enforcement.  This  Agreement and the  Registration
Rights Agreement have been duly and validly  authorized,  executed and delivered
on  behalf  of  Purchaser  and are valid and  binding  agreements  of  Purchaser
enforceable in accordance with their terms.

         i.  Short  Positions.  Neither  Purchaser  nor  any of its  affiliates,
directly or indirectly, has maintained prior to the execution of this Agreement,
has the  intention  to  maintain  or will  maintain,  any short  position in any
securities of the Company  until the Common Shares and Warrant  Shares have been
registered under the Securities Act.

         j.  Residency.  Purchaser is a resident of the  jurisdiction  set forth
under such Purchaser's name on the execution page hereto executed by Purchaser.

3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to the Purchaser as follows:

         a.  Organization  and  Qualification.  The  Company  and  each  of  its
subsidiaries is a corporation duly organized and existing in good standing under
the laws of the jurisdiction in which

                                       -4-
<PAGE>

it is incorporated,  and has the requisite corporate power to own its properties
and to carry on its business as now being conducted. The Company and each of its
subsidiaries is duly qualified as a foreign corporation to do business and is in
good  standing  in  every  jurisdiction  in which  the  nature  of the  business
conducted by it makes such  qualification  necessary and where the failure so to
qualify would have a Material  Adverse Effect.  "Material  Adverse Effect" means
any  material  adverse  effect on (i) the  Securities,  (ii) the  ability of the
Company  to perform  its  obligations  hereunder  or under the  Warrants  or the
Registration  Rights  Agreement or (iii) the business,  operations,  properties,
prospects or financial condition of the Company and its subsidiaries, taken as a
whole.

         b.  Authorization;  Enforcement.  (i) The  Company  has  the  requisite
corporate  power and authority to enter into and perform its  obligations  under
this Agreement, the Warrants and the Registration Rights Agreement, to issue and
sell the Common Shares and Warrants in  accordance  with the terms hereof and to
issue the Warrant  Shares upon exercise of the Warrants in  accordance  with the
terms of such  Warrants;  (ii) the execution,  delivery and  performance of this
Agreement, the Warrants and the Registration Rights Agreement by the Company and
the  consummation  by it of the  transactions  contemplated  hereby and  thereby
(including,  without limitation,  the issuance of the Common Shares and Warrants
and the issuance and  reservation  for issuance of the Warrant Shares) have been
duly  authorized by the Company's  Board of Directors and no further  consent or
authorization of the Company, its Board of Directors, any committee of the Board
of Directors, or its stockholders is required (under Rule 4460(i) promulgated by
the National  Association of Securities  Dealers  ("NASD") or otherwise);  (iii)
this  Agreement has been duly  executed and  delivered by the Company;  and (iv)
this Agreement  constitutes,  and, upon execution and delivery by the Company of
the  Warrants  and the  Registration  Rights  Agreement,  such  agreements  will
constitute, valid and binding obligations of the Company enforceable against the
Company in accordance with their terms.

         c. Capitalization. The capitalization of the Company as of December 31,
1997,  including the authorized  capital stock,  the number of shares issued and
outstanding, the number of shares issuable and reserved for issuance pursuant to
the Company's  stock option plans and the number of shares issuable and reserved
for issuance  pursuant to securities  (other than the Warrants)  exercisable  or
exchangeable  for,  or  convertible  into,  any shares of  capital  stock of the
Company is set forth on Schedule 3(c). All of such outstanding shares of capital
stock have  been,  or upon  issuance  in  accordance  with the terms of any such
warrants,  options or preferred stock,  will be, validly issued,  fully paid and
non-assessable.  No  authorized  but  unissued  shares of  capital  stock of the
Company  (including  the Common  Shares and the  Warrant  Shares) are subject to
preemptive rights or any other similar rights of the stockholders of the Company
or any liens or  encumbrances.  Except  for the  Securities  and as set forth on
Schedule  3(c), as of the date of this  Agreement,  (i) there are no outstanding
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever  relating to, or securities or rights  convertible into or
exercisable or  exchangeable  for, any shares of capital stock of the Company or
any of its  subsidiaries,  or  arrangements  by which the  Company or any of its
subsidiaries is or may become bound to issue additional  shares of capital stock
of the Company or any of its  subsidiaries,  and (ii) there are no agreements or
arrangements under which the Company or any of its subsidiaries is obligated to


                                       -5-
<PAGE>

register the sale of any of its or their  securities  under the  Securities  Act
(except  the  Registration  Rights  Agreement).  Except as set forth on Schedule
3(c), there are no securities or instruments containing  antidilution or similar
provisions  that  will  be  triggered  by  the  issuance  of the  Securities  in
accordance  with the terms of this  Agreement or the  Warrants.  The Company has
furnished to the Purchaser true and correct copies of the Company's  Certificate
of   Incorporation   as  in  effect  on  the  date   hereof   ("Certificate   of
Incorporation"),  the  Company's  By-laws as in effect on the date  hereof  (the
"By-laws"),  and all  other  instruments  and  agreements  governing  securities
convertible  into or  exercisable  or  exchangeable  for  capital  stock  of the
Company.

         d. Issuance of Shares.  The Common Shares are duly authorized and, upon
issuance in accordance with the terms of this Agreement, will be validly issued,
fully  paid and  non-assessable,  and free from all  taxes,  liens,  claims  and
encumbrances  and will not be  subject  to  preemptive  rights or other  similar
rights of stockholders of the Company and will not impose personal  liability on
the holders  thereof.  The Warrant  Shares are duly  authorized and reserved for
issuance,  and,  upon  exercise  of the  Warrants in  accordance  with the terms
thereof,  will be validly issued,  fully paid and non-assessable,  and free from
all taxes,  liens, claims and encumbrances and will not be subject to preemptive
rights or other  similar  rights of  stockholders  of the  Company  and will not
impose personal liability upon the holder thereof.

         e. No  Conflicts.  The  execution,  delivery  and  performance  of this
Agreement, the Warrants and the Registration Rights Agreement by the Company and
the  consummation  by the Company of the  transactions  contemplated  hereby and
thereby  (including,  without  limitation,  the  issuance  and  reservation  for
issuance, as applicable, of the Common Shares, Warrants and Warrant Shares) will
not (i) result in a violation of the Certificate of  Incorporation or By-laws or
(ii)  except as set forth on Schedule  3(e),  conflict  with,  or  constitute  a
default (or an event  which with notice or lapse of time or both would  become a
default)  under,  or  give  to  others  any  rights  of  termination,  amendment
(including, without limitation, the triggering of any anti-dilution provisions),
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its  subsidiaries  is a party, or result in a violation of
any law, rule, regulation, order, judgment or decree (including U.S. federal and
state   securities  laws  and  regulations  and  rules  or  regulations  of  any
self-regulatory  organizations to which either the Company or its securities are
subject)  applicable to the Company or any of its  subsidiaries  or by which any
property or asset of the Company or any of its subsidiaries is bound or affected
(except,   with  respect  to  clause  (ii),   for  such   conflicts,   defaults,
terminations,  amendments, accelerations,  cancellations and violations as would
not, individually or in the aggregate,  have a Material Adverse Effect). Neither
the Company nor any of its  subsidiaries  is in violation of its  Certificate of
Incorporation, By-laws or other organizational documents and neither the Company
nor any of its subsidiaries is in default (and no event has occurred which, with
notice  or  lapse  of  time  or  both,  would  put  the  Company  or  any of its
subsidiaries in default)  under,  nor has there occurred any event giving others
(with  notice or lapse of time or both) any  rights of  termination,  amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its subsidiaries is a party, except for actual or possible
violations,  defaults or rights as would not,  individually or in the aggregate,
have  a  Material  Adverse  Effect.  The  businesses  of  the  Company  and  its
subsidiaries are not being conducted,  and shall not be conducted so long as the
Purchaser owns any of the Securities, in

                                       -6-
<PAGE>

violation of any law, ordinance or regulation of any governmental entity, except
for  possible  violations  the  sanctions  for  which  either  singly  or in the
aggregate  would not have a  Material  Adverse  Effect.  Except as  specifically
contemplated  by this  Agreement  and the  Registration  Rights  Agreement,  the
Company is not required to obtain any consent, approval,  authorization or order
of, or make any filing or registration with, any court or governmental agency or
any regulatory or self regulatory agency in order for it to execute,  deliver or
perform  any of its  obligations  under  this  Agreement,  the  Warrants  or the
Registration Rights Agreement,  in each case in accordance with the terms hereof
or thereof.  The Company is not in violation of the listing  requirements of the
SmallCap  and does not  reasonably  anticipate  that the  Common  Stock  will be
delisted by the SmallCap for the foreseeable future.

         f. SEC Documents, Financial Statements. Except as set forth on Schedule
3(f),  since December 31, 1994, the Company has timely filed (within  applicable
extension periods) all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the  reporting  requirements
of the Securities  Exchange Act of 1934, as amended (the "Exchange Act") (all of
the foregoing and all exhibits  included  therein and financial  statements  and
schedules  thereto  and  documents  incorporated  by  reference  therein,  being
hereinafter  referred  to  herein  as the  "SEC  Documents").  The  Company  has
delivered to the Purchaser true and complete copies of the SEC Documents.  As of
their respective dates, the SEC Documents complied in all material respects with
the  requirements of the Exchange Act or the Securities Act, as the case may be,
and the rules and  regulations of the SEC promulgated  thereunder  applicable to
the SEC Documents,  and none of the SEC  Documents,  at the time they were filed
with the SEC,  contained  any untrue  statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  None of the statements made in any such SEC Documents is,
or has been,  required to be amended or updated under applicable law (except for
such statements as have been amended or updated in subsequent filings made prior
to the date hereof).  As of their respective dates, the financial  statements of
the Company  included in the SEC  Documents  complied as to form in all material
respects with  applicable  accounting  requirements  and the published rules and
regulations  of the  SEC  applicable  with  respect  thereto  (except  for  such
financial  statements  as have been amended and restated in  subsequent  filings
made prior to the date hereof).  Such financial statements have been prepared in
accordance with U.S.  generally  accepted  accounting  principles,  consistently
applied,  during the periods involved (except (i) as may be otherwise  indicated
in such  financial  statements  or the  notes  thereto,  or (ii) in the  case of
unaudited  interim  statements,  to the extent they may not include footnotes or
may be  condensed  or summary  statements)  and fairly  present in all  material
respects the consolidated financial position of the Company and its consolidated
subsidiaries  as of the dates  thereof  and the  consolidated  results  of their
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited statements,  to immaterial year-end audit adjustments).  Except as set
forth in the financial  statements of the Company  included in the SEC Documents
filed prior to the date hereof,  the Company has no  liabilities,  contingent or
otherwise,  other  than (i)  liabilities  incurred  in the  ordinary  course  of
business subsequent to the date of such financial  statements,  (ii) liabilities
not  required  by  generally  accepted  accounting  principles  ("GAAP")  to  be
disclosed  on a balance  sheet  prepared  in  accordance  with  GAAP,  and (iii)
obligations  under contracts and commitments  incurred in the ordinary course of
business and not

                                       -7-
<PAGE>

required under generally accepted accounting  principles to be reflected in such
financial  statements,  which liabilities and obligations referred to in clauses
(i), (ii) and (iii),  individually or in the aggregate,  are not material to the
financial condition or operating results of the Company.

         g. Absence of Certain Changes.  Since December 31, 1996, there has been
no material adverse change and no material adverse  development in the business,
properties,  operations, prospects, financial condition or results of operations
of the Company and its  subsidiaries,  taken as a whole,  except as disclosed in
Schedule 3(g) or in the SEC Documents filed prior to the date hereof.

         h. Absence of  Litigation.  Except as  disclosed  in the SEC  Documents
filed prior to the date hereof, there is no action, suit, proceeding, inquiry or
investigation  before  or  by  any  court,  public  board,   government  agency,
self-regulatory organization or body pending or, to the knowledge of the Company
or any of its subsidiaries,  threatened against or affecting the Company, any of
its  subsidiaries,  or any of their  respective  directors  or officers in their
capacities  as such,  which  could  reasonably  be  expected  to have a Material
Adverse Effect.  There are no facts which,  if known by a potential  claimant or
governmental  authority,  could  give rise to a claim or  proceeding  which,  if
asserted or  conducted  with  results  unfavorable  to the Company or any of its
subsidiaries, could reasonably be expected to have a Material Adverse Effect.

         i. Intellectual Property. Each of the Company and its subsidiaries owns
or is licensed to use all patents,  patent applications,  trademarks,  trademark
applications,  trade names, service marks,  copyrights,  copyright applications,
licenses, permits, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures) and
other similar rights and  proprietary  knowledge  (collectively,  "Intangibles")
necessary  for  the  conduct  of its  business  as now  being  conducted  and as
described  in the  Company's  Annual  Report on Form  10-KSB for the fiscal year
ended  December 31,  1996.  To the best  knowledge  of the Company,  neither the
Company nor any  subsidiary of the Company  infringes or is in conflict with any
right of any other person with respect to any Intangibles which, individually or
in the aggregate, if the subject of an unfavorable decision,  ruling or finding,
would have a Material Adverse Effect.  Except as disclosed in the SEC Documents,
neither the Company nor any of its  subsidiaries  has received written notice of
any pending  conflict with or  infringement  upon such third party  Intangibles,
which alleged pending conflict or alleged infringement, if adversely determined,
would  result in a  Material  Adverse  Effect.  Except as  disclosed  in the SEC
Documents,  the termination of the Company's  ownership of, or right to use, any
single  Intangible would not result in a Material Adverse Effect on the Company.
Neither  the Company nor any of its  subsidiaries  has entered  into any consent
agreement, indemnification agreement, forbearance to sue or settlement agreement
with respect to the validity of the Company's or its subsidiaries'  ownership or
right to use its Intangibles and, to the best knowledge of the Company, there is
no reasonable  basis for any such claim to be successful.  The  Intangibles  are
valid and enforceable and no registration  relating thereto has lapsed,  expired
or been  abandoned  or  canceled  or is the  subject  of  cancellation  or other
adversarial  proceedings,  and all applications therefor are pending and in good
standing.  The Company  and its  subsidiaries  have  complied,  in all  material
respects,   with  their  respective  contractual  obligations  relating  to  the
protection of the Intangibles  used pursuant to licenses.  To the best knowledge
of the

                                       -8-
<PAGE>

Company,  no person is infringing on or violating the Intangibles  owned or used
by the Company or its subsidiaries.

         j.  Foreign  Corrupt  Practices.  Neither the  Company,  nor any of its
subsidiaries,  nor any director, officer, agent, employee or other person acting
on behalf of the  Company or any  subsidiary  has,  in the course of his actions
for, or on behalf of, the  Company,  used any  corporate  funds for any unlawful
contribution,  gift,  entertainment  or  other  unlawful  expenses  relating  to
political activity;  made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is
in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977;
or made any bribe, rebate, payoff, influence payment, kickback or other unlawful
payment to any foreign or domestic government official or employee.

         k.  Disclosure.  All information  relating to or concerning the Company
set forth in this Agreement is true and correct in all material respects and the
Company has not omitted to state any  material  fact  necessary in order to make
the statements made herein or therein, in light of the circumstances under which
they were made, not misleading.  No event or circumstance has occurred or exists
with respect to the Company or its subsidiaries or their respective  businesses,
properties,  prospects,  operations or financial conditions,  which has not been
publicly  disclosed but,  under  applicable  law, rule or  regulation,  would be
required to be disclosed by the Company in a registration statement filed on the
date hereof by the Company under the  Securities Act with respect to the primary
issuance of the Company's securities.

         l. Acknowledgment Regarding Purchaser's Purchase of the Securities. The
Company  acknowledges and agrees that the Purchaser is not acting as a financial
advisor or fiduciary of the Company (or in any similar capacity) with respect to
this Agreement or the transactions contemplated hereby, the relationship between
the Company and the Purchaser is  "arms-length"  and any  statement  made by the
Purchaser  or any of its  representatives  or  agents  in  connection  with this
Agreement  and  the  transactions   contemplated  hereby  is  not  advice  or  a
recommendation  and  is  merely  incidental  to  the  Purchaser's   purchase  of
Securities  and  has not  been  relied  upon by the  Company,  its  officers  or
directors  in any way.  The  Company  further  acknowledges  that the  Company's
decision to enter into this  Agreement  has been based solely on an  independent
evaluation by the Company and its representatives.

         m. Form S-3 Eligibility.  The Company is currently eligible to register
the resale of its Common Stock on a registration statement on Form S-3 under the
Securities Act. There exist no facts or circumstances  known to the Company that
would prohibit or delay the preparation  and filing of a registration  statement
on Form S-3 with  respect  to the  Registrable  Securities  (as  defined  in the
Registration Rights Agreement).

         n. No General  Solicitation.  Neither the  Company nor any  distributor
participating on the Company's behalf in the  transactions  contemplated  hereby
(if any) nor any person  acting for the Company,  or any such  distributor,  has
conducted any "general  solicitation,"  as such term is defined in Regulation D,
with respect to any of the Securities being offered hereby.

                                       -9-
<PAGE>

         o.  No  Integrated  Offering.  Neither  the  Company,  nor  any  of its
affiliates,  nor any  person  acting on its or their  behalf,  has  directly  or
indirectly  made any offers or sales of any security or solicited  any offers to
buy any security  under  circumstances  that would require  registration  of the
Securities  being offered hereby under the Securities Act or cause this offering
of  Securities  to be  integrated  with any prior  offering of securities of the
Company  for  purposes  of the  Securities  Act or  any  applicable  stockholder
approval provisions.

         p. No Brokers. The Company has taken no action which would give rise to
any claim by any  person for  brokerage  commissions,  finder's  fees or similar
payments  by the  Purchaser  relating  to  this  Agreement  or the  transactions
contemplated  hereby,  except for dealings with Wharton  Capital  Partners Ltd.,
whose commission and fees will be paid by the Company.

         q. Title.  The Company and its  subsidiaries  have good and  marketable
title in fee simple to all real  property and good and  marketable  title to all
personal property owned by them which is material to the business of the Company
and its subsidiaries, in each case free and clear of all liens, encumbrances and
defects  except  such  as are  described  in  Schedule  3(q)  or  such as do not
materially  affect the value of such  property and do not  materially  interfere
with the use made and  proposed  to be made of such  property by the Company and
its  subsidiaries.  Any real  property  and  facilities  held under lease by the
Company  and its  subsidiaries  are held by them  under  valid,  subsisting  and
enforceable  leases  with  such  exceptions  as  are  not  material  and  do not
materially  interfere with the use made and proposed to be made of such property
and buildings by the Company and its subsidiaries.

         r. Tax Status.  Except as set forth on Schedule  3(r),  the Company and
each of its subsidiaries has made or filed all foreign, federal, state and local
income and all other tax  returns,  reports  and  declarations  required  by any
jurisdiction  to which it is subject  (unless  and only to the  extent  that the
Company  and each of its  subsidiaries  has set  aside on its  books  provisions
reasonably  adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and other governmental  assessments and charges that are material
in  amount,  shown  or  determined  to be  due  on  such  returns,  reports  and
declarations,  except  those being  contested in good faith and has set aside on
its  books  provisions  reasonably  adequate  for the  payment  of all taxes for
periods subsequent to the periods to which such returns, reports or declarations
apply.  Except as set forth on Schedule  3(r),  there are no unpaid taxes in any
material amount claimed to be due by the taxing  authority of any  jurisdiction,
and the officers of the Company know of no basis for any such claim. The Company
has not executed a waiver with respect to any statute of limitations relating to
the assessment or collection of any federal,  state or local tax.  Except as set
forth on Schedule  3(r),  none of the Company's  tax returns is presently  being
audited by any taxing authority.

4.       COVENANTS.

         a. Best  Efforts.  The parties  shall use their best efforts  timely to
satisfy  each of the  conditions  described  in Section 6 and  Section 7 of this
Agreement.

                                      -10-

<PAGE>

         b.  Form D:  Blue Sky Laws.  The  Company  agrees to file a Form D with
respect to the Securities as required  under  Regulation D and to provide a copy
thereof to the Purchaser  promptly after such filing.  The Company shall,  on or
before the  Closing  Date,  take such  action as the  Company  shall  reasonably
determine  is  necessary  to qualify the  Securities  for sale to the  Purchaser
pursuant to this Agreement under applicable securities or "blue sky" laws of the
states of the United  States or obtain  exemption  therefrom,  and shall provide
evidence of any such action so taken to the Purchaser on or prior to the Closing
Date.

         c. Reporting Status. So long as the Purchaser  beneficially owns any of
the  Securities,  the  Company  shall use its best  efforts  to timely  file all
reports  required to be filed with the SEC pursuant to the Exchange Act, and the
Company  shall not  terminate  its status as an issuer  required to file reports
under the Exchange  Act even if the  Exchange  Act or the rules and  regulations
thereunder would permit such  termination.  In addition,  the Company shall take
all actions  necessary  to continue to be eligible to register the resale of its
Common Stock on a registration statement on Form S-3 under the Securities Act.

         d. Use of Proceeds. The Company shall use the proceeds from the sale of
the Common Shares and Warrants as set forth in Schedule 4(d).

         e.  Expenses.  At the Closing,  the Company  shall pay the  Purchaser's
legal  fees  and  expenses   incurred  in  connection   with  the   negotiation,
preparation,  execution  and  delivery of this  Agreement,  the Warrants and the
Registration   Rights   Agreement  and  the  consummation  of  the  transactions
contemplated  hereby and  thereby up to a maximum  of Fifteen  Thousand  Dollars
($15,000).  Except  as  otherwise  provided  herein  and  in  Section  5 of  the
Registration  Rights  Agreement,  each party hereto shall be responsible for its
own  expenses   incurred  in  connection  with  the  negotiation,   preparation,
execution,  delivery and performance of this Agreement and the other  agreements
to be executed in connection herewith.

         f.  Financial  Information.  The Company  agrees to send the  following
reports to the Purchaser until the Purchaser transfers,  assigns or sells all of
the  Securities:  (i) within ten (10) days after the filing with the SEC, a copy
of its Annual Report on Form 10-KSB,  its Quarterly Reports on Form 10-QSB,  its
proxy  statements  and any Current  Reports on Form 8-K; and (ii) within one (1)
day after release,  copies of all press releases issued by the Company or any of
its subsidiaries.

         g.  Reservation  of  Shares.  The  Company  shall  at  all  times  have
authorized  and  reserved  for the  purpose of issuance a  sufficient  number of
shares of Common Stock to provide for the full  exercise of the Warrants and the
issuance  of the  Warrant  Shares  in  connection  therewith  subject  to and as
otherwise required by the Warrants.

         h. Listing. The Company shall promptly secure the listing of the Common
Shares and Warrant  Shares upon each national  securities  exchange or automated
quotation  system,  if any,  upon which  shares of Common  Stock are then listed
(subject to official  notice of  issuance)  and shall  maintain,  so long as the
Purchaser (or any of its affiliates)  owns any  Securities,  such listing of all
Common Shares and all Warrant  Shares.  The Company will use its best efforts to
continue the

                                      -11-
<PAGE>

listing and trading of its Common Stock on the Nasdaq  National  Market ("NNM"),
the New York Stock Exchange  ("NYSE"),  the American Stock Exchange  ("AMEX") or
the  SmallCap  and will comply in all  respects  with the  Company's  reporting,
filing  and other  obligations  under  the  bylaws or rules of the NASD and such
exchanges,  as applicable.  The Company shall promptly  provide to the Purchaser
copies of any notices it receives  regarding  the continued  eligibility  of the
Common  Stock for trading on the  SmallCap  or, if  applicable,  any  securities
exchange or automated  quotation system on which securities of the same class or
series issued by the Company are then listed or quoted,  if any. The obligations
of the Company  under this Section 4(h) shall not be imposed on any successor to
the Company's  obligations under this Agreement in the event that such successor
is not a publicly traded entity.

         i.  Corporate  Existence.  So  long  as the  Purchaser  (or  any of its
affiliates)  beneficially  owns any  Securities,  the Company shall maintain its
corporate existence, and in the event of a merger,  consolidation or sale of all
or substantially all of the Company's assets,  the Company shall ensure that the
surviving  or  successor  entity  in  such  transaction  assumes  the  Company's
obligations  hereunder and under the Warrants and the agreements and instruments
entered into in  connection  herewith  regardless  of whether or not the Company
would have had a  sufficient  number of shares of Common  Stock  authorized  and
available  for  issuance in order to effect the exercise in full of all Warrants
outstanding as of the date of such transaction.

         j. No  Integrated  Offerings.  The Company shall not make any offers or
sales of any security (other than the Securities) under circumstances that would
require registration of the Securities being offered or sold hereunder under the
Securities  Act or cause this offering of  Securities to be integrated  with any
other  offering of  securities  by the Company for  purposes of any  stockholder
approval provision applicable to the Company or its securities.

         k. Legal  Compliance.  The Company  shall  conduct its business and the
business  of its  subsidiaries  in  compliance  with  all  laws,  ordinances  or
regulations of governmental entities applicable to such businesses, except where
the failure to do so would not have a Material Adverse Effect.

5.       TRANSFER AGENT INSTRUCTIONS.

         a. The Company shall instruct its transfer agent to issue certificates,
registered  in the name of the  Purchaser or its nominee,  for the Common Shares
issued at the Closing and the Warrant  Shares  issuable upon the exercise of the
Warrants in such amounts as specified  from time to time by the Purchaser to the
Company.  To the extent and during the periods provided in Section 2(f) and 2(g)
of this  Agreement,  all such  certificates  shall bear the  restrictive  legend
specified in Section 2(g) of this Agreement.

         b.  The  Company   warrants  that  no   instruction   other  than  such
instructions  referred to in this Section 5, and stop transfer  instructions  to
give  effect to Section  2(f)  hereof in the case of the  transfer of the Common
Shares or Warrant Shares prior to  registration of the Common Shares and Warrant
Shares under the Securities Act or without an exemption therefrom, will be given
by the

                                      -12-
<PAGE>

Company to its transfer agent and that the Securities  shall otherwise be freely
transferable  on the books  and  records  of the  Company  as and to the  extent
provided in this Agreement,  the Warrants and the Registration Rights Agreement.
Nothing in this Section shall affect in any way the Purchaser's  obligations and
agreement set forth in Section 2(g) hereof to resell the Securities  pursuant to
an effective  registration statement or under an exemption from the registration
requirements of applicable securities law.

         c. If (i) (A) the Common Shares and Warrant Shares have been registered
under the Securities Act as contemplated by the Registration  Rights  Agreement,
or (B) the Purchaser provides the Company and the transfer agent with an opinion
of  counsel,  which  opinion of counsel  shall be in form,  substance  and scope
customary  for opinions of counsel in  comparable  transactions  and  reasonably
acceptable  to counsel to the Company,  to the effect that the  Securities to be
sold or  transferred  may be sold or  transferred  pursuant to an exemption from
registration,  or  (C)  the  Purchaser  provides  the  Company  with  reasonable
assurances  that such  Securities  may be sold under Rule 144,  and (ii) (A) the
Purchaser  has  delivered to the Company  certificates  representing  the Common
Shares and/or Warrant  Shares,  as applicable,  along with a written request for
the removal of any  restrictive  legend set forth  thereon or (B) in the case of
the exercise by the Purchaser of the  Warrants,  the Purchaser has complied with
the procedures for exercise set forth in Section 3 of the Warrants,  the Company
shall  permit the  transfer  and,  in the case of the Common  Shares and Warrant
Shares,  promptly  instruct its transfer agent to issue the Common Shares and/or
Warrant  Shares,  as  applicable,  in such  name  and in such  denominations  as
specified by the Purchaser.  If the Company's transfer agent is participating in
the Depository Trust Company ("DTC") Fast Automated  Securities Transfer program
and the  Purchaser  has provided the Company with  appropriate  instructions  to
effect a DTC  Transfer  (including  the DTC account  number of the firm to which
such Common Shares and/or Warrant Shares are to be delivered), the Company shall
cause its transfer  agent to  electronically  transmit the Common  Shares and/or
Warrant Shares,  as applicable,  to the Purchaser or its transferee by crediting
the  account of the  Purchaser  or its  transferee  with DTC through its Deposit
Withdrawal  Agent  Commission  system ("DTC  Transfer").  If the  aforementioned
conditions to a DTC Transfer are not satisfied, the Company shall deliver to the
Purchaser or its transferee physical certificates representing the Common Shares
and/or Warrant  Shares,  as applicable,  which  certificates  shall not bear any
legend  restricting   transfer  of  the  Common  Shares  and/or  Warrant  Shares
represented thereby. Further, a Purchaser may instruct the Company to deliver to
the  Purchaser  or  its  transferee   unlegended  physical  certificates  (which
certificates  shall  be  in  denominations  of  not  less  than  50,000  shares)
representing the Common Shares and/or Warrant Shares, as applicable,  in lieu of
delivering such shares by way of DTC Transfer.

         d. If the Company  fails (a "Legend  Removal  Failure") to deliver such
unlegended  Common  Shares  and/or  Warrant  Shares  to  the  Purchaser  or  its
transferee in  accordance  with Section 5(c) within five (5) business days after
the  conditions  to such  delivery  have been  satisfied  (the  "Legend  Removal
Period"),  then the Company  shall pay to the  Purchaser  an amount equal to One
Hundred Fifty Dollars ($150.00) per day for each day after the expiration of the
Legend Removal Period through and until the date on which the Company issues and
delivers unlegended,  freely tradeable shares of Common Stock in accordance with
Section 5(c).

                                      -13-
<PAGE>

         The  payments  to which a holder  shall be  entitled  pursuant  to this
Section 5(d) are referred to herein as "Legend Removal  Payments." The Purchaser
may elect to receive  accrued Legend Removal  Payments in cash or to convert all
or any portion of such accrued Legend Removal Payments, at any time, into Common
Stock at the lowest  Market Price in effect  during the period  beginning on the
date of the Legend Removal Failure through the date of conversion of such Legend
Removal  Payments.  In the event the  Purchaser  elects to take such  payment in
cash,  cash payment  will be made by the Company  within five (5) days after its
receipt of written notice of such election from the Purchaser.  In the event the
Purchaser  elects to convert  all or any portion of the Legend  Removal  Payment
into Common Stock,  the Purchaser  shall provide written notice of such election
specifying  the amount of such Legend  Removal  Payment to be converted  and the
applicable  Market  Price at which such amount is to be  converted.  The Company
shall deliver the shares of Common Stock  issuable  upon any such  conversion to
the  Purchaser  within five (5) days of its receipt of such written  notice from
the Purchaser.

         Nothing  herein  shall  limit the  Purchaser's  right to pursue  actual
damages  for the  Company's  failure to  deliver  unlegended  Common  Shares and
Warrant Shares  pursuant to Section 5(c), and the Purchaser shall have the right
to pursue all  remedies  available  at law or in equity  (including  a decree of
specific performance and/or injunctive relief).

6.       CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

         The  obligation  of the Company  hereunder to issue and sell the Common
Shares  and  the  Warrants  to  the  Purchaser   hereunder  is  subject  to  the
satisfaction, at or before the Closing Date, of each of the following conditions
thereto,  provided that these  conditions are for the Company's sole benefit and
may be waived by the Company at any time in its sole discretion:

         a.  The  Purchaser   shall  have   executed  this   Agreement  and  the
Registration Rights Agreement, and delivered the same to the Company.

         b. The Purchaser  shall have delivered the Purchase Price in accordance
with Section 1(b) above.

         c. The  representations  and warranties of the Purchaser  shall be true
and correct as of the date when made and as of the  Closing  Date as though made
at that time  (except  for  representations  and  warranties  that speak as of a
specific date, which representations and warranties shall be true and correct as
of such date), and the Purchaser shall have performed, satisfied and complied in
all material respects with the covenants,  agreements and conditions required by
this  Agreement to be performed,  satisfied or complied with by the Purchaser at
or prior to the Closing Date.

         d. No litigation,  statute, rule, regulation,  executive order, decree,
ruling or injunction shall have been enacted,  entered,  promulgated or endorsed
by  any  court  or  governmental  authority  of  competent  jurisdiction  or any
self-regulatory organization having authority over the matters


                                      -14-

<PAGE>

contemplated  hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.

7.       CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE.

         The obligation of the Purchaser hereunder to purchase the Common Shares
and the Warrants at the Closing is subject to the satisfaction, at or before the
Closing  Date,  of  each  of  the  following  conditions,  provided  that  these
conditions  are for the  Purchaser's  sole  benefit  and  may be  waived  by the
Purchaser at any time in the Purchaser's sole discretion:

         a. The Company shall have executed this Agreement, the Warrants and the
Registration Rights Agreement, and delivered the same to the Purchaser.

         b. The Company  shall have  delivered to the  Purchaser  duly  executed
Warrants and certificates (in such denominations as the Purchaser shall request)
representing the Common Shares being so purchased by the Purchaser in accordance
with Section 1(b) above.

         c. The Common Stock shall be authorized for quotation and listed on the
SmallCap and trading in the Common Stock (or the SmallCap  generally)  shall not
have been suspended by the SEC or the SmallCap.

         d. The  representations and warranties of the Company shall be true and
correct as of the date when made and as of the  Closing  Date as though  made at
that time (except for representations and warranties that speak as of a specific
date, which  representations and warranties shall be true and correct as of such
date) and the  Company  shall have  performed,  satisfied  and  complied  in all
material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior
to the Closing Date. The Purchaser  shall have received a certificate,  executed
by the Chief Executive  Officer of the Company,  dated as of the Closing Date to
the foregoing effect and as to such other matters as may be reasonably requested
by the Purchaser.

         e. No litigation,  statute, rule, regulation,  executive order, decree,
ruling,  injunction,  action or  proceeding  shall have been  enacted,  entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  or any  self-regulatory  organization  having  authority  over the
matters  contemplated  hereby which  questions the validity of, or challenges or
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

         f. The  Purchaser  shall have  received  an  opinion  of the  Company's
counsel,  dated as of the Closing Date, in form, scope and substance  reasonably
satisfactory  to the  Purchaser  and in  substantially  the  form of  Exhibit  C
attached hereto.

         g. There  shall have been no material  adverse  changes and no material
adverse  developments  in  the  business,  properties,   operations,  prospects,
financial   condition  or  results  of   operations   of  the  Company  and  its
subsidiaries, taken as a whole, since the date hereof, and no


                                      -15-
<PAGE>

information,  of which the Purchaser is not currently  aware,  shall come to the
attention of the Purchaser that is materially adverse to the Company.

8.       GOVERNING LAW; MISCELLANEOUS.

         a. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in  accordance  with the laws of the State of Delaware  applicable  to
contracts made and to be performed in the State of Delaware. The Company and the
Purchaser  irrevocably  consent to the jurisdiction of the United States federal
courts  and the state  courts  located in the State of  Delaware  in any suit or
proceeding  based on or arising under this Agreement and irrevocably  agree that
all claims in  respect  of such suit or  proceeding  may be  determined  in such
courts.  The  Company  and the  Purchaser  irrevocably  waive the  defense of an
inconvenient  forum to the  maintenance of such suit or proceeding.  The Company
and the Purchaser  further  agree that service of process  mailed by first class
mail shall be deemed in every respect  effective  service of process in any such
suit or proceeding.  Nothing herein shall affect the right of the Company or the
Purchaser to serve process in any other manner permitted by law. The Company and
the  Purchaser  agree that a final  non-appealable  judgment in any such suit or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on such judgment or in any other lawful manner.

         b.  Counterparts.  This  Agreement  may be  executed  in  two  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other party.  This Agreement,  once executed by a party, may be
delivered to the other party hereto by facsimile  transmission of a copy of this
Agreement  bearing the signature of the party so delivering this  Agreement.  In
the event any signature is delivered by facsimile transmission,  the party using
such means of delivery  shall cause the manually  executed  signature page to be
physically  delivered to the other party  within five (5) days of the  execution
hereof.

         c.  Headings.  The headings of this  Agreement are for  convenience  of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.

         d. Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or  enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction.

         e. Entire  Agreement;  Amendments.  This Agreement and the  instruments
referenced  herein contain the entire  understanding of the parties with respect
to the matters covered herein and therein. No provision of this Agreement may be
waived other than by an instrument in writing  signed by the party to be charged
with enforcement and no provision of this Agreement may be amended other than by
an instrument in writing signed by the Company and the Purchaser.

         f.  Notices.  Any notices  required or  permitted to be given under the
terms of this  Agreement  shall be sent by certified or registered  mail (return
receipt requested) or delivered

                                      -16-
<PAGE>

personally or by courier or by confirmed  telecopy,  and shall be effective five
days after being  placed in the mail,  if mailed,  or upon receipt or refusal of
receipt, if delivered  personally or by courier or confirmed  telecopy,  in each
case addressed to a party. The addresses for such communications shall be:

                      If to the Company:

                      Focus Enhancements, Inc.
                      142 North Road
                      Sudbury, MA  01776
                      Telecopy: (978) 371-8471
                      Attn: Chief Financial Officer

                      with a copy simultaneously transmitted by like means to:

                      Sullivan & Worcester LLP
                      One Post Office Square
                      Boston, MA  02109
                      Telecopy:  (617) 338-2880
                      Attn:  John Piccione, Esq.


         If to the  Purchaser,  to such address set forth under the  Purchaser's
name on the execution page hereto executed by the Purchaser.

         Each party shall  provide  notice to the other parties of any change in
address.

         g.  Successors and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the parties and their successors and assigns.  Except as
provided  herein or therein,  neither the Company nor the Purchaser shall assign
this Agreement,  the Registration Rights Agreement or the Warrants or any rights
or obligations  hereunder or  thereunder.  Notwithstanding  the  foregoing,  the
Purchaser may assign its rights  hereunder to any of its  "affiliates"  (as that
term is defined under the Exchange Act) who are Accredited Investors without the
consent of the Company  (provided such assignees agree to be bound by all of the
terms and conditions  hereof), or to any other person or entity with the consent
of the Company, which consent shall not be unreasonably withheld. This provision
shall not limit the Purchaser's right to transfer the Securities pursuant to the
terms of this Agreement,  the Warrants and the Registration  Rights Agreement or
to  assign  the  Purchaser's  rights  hereunder  and/or  thereunder  to any such
transferee.

         h. Third  Party  Beneficiaries.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

         i. Survival. The representations,  warranties, agreements and covenants
of the  Company set forth in  Sections  3, 4, 5 and 8 hereof  shall  survive the
Closing hereunder


                                      -17-
<PAGE>

notwithstanding  any  investigation  conducted by or on behalf of the Purchaser,
and the  representations and warranties of the Purchaser set forth in Sections 2
and  5  hereof  shall  survive  the  Closing   hereunder   notwithstanding   any
investigation  conducted by or on behalf of the Company.  Moreover,  none of the
representations  and warranties made by the Company herein shall act as a waiver
of any rights or remedies the  Purchaser  may have under  applicable  federal or
state securities laws and none of the representations and warranties made by the
Purchaser herein shall act as a waiver of any rights or remedies the Company may
have under  applicable  federal or state  securities laws. The Company agrees to
indemnify and hold harmless the Purchaser and each of the Purchaser's  officers,
directors,  employees,  partners,  members,  agents and  affiliates  for loss or
damage  arising as a result of or related to any breach or alleged breach by the
Company of any of its  representations or covenants set forth herein,  including
advancement of reasonable expenses as they are incurred. The Purchaser agrees to
indemnify  and hold  harmless the Company and each of its  officers,  directors,
agents and  affiliates  for loss or damage  arising as a result of or related to
any breach or alleged breach by the Purchaser of any of its  representations  or
warranties set forth herein,  including  advancement  of reasonable  expenses as
they are incurred.

         j.  Publicity.  The Company and the  Purchaser  shall have the right to
review before  issuance any press  releases,  SEC or NASD filings,  or any other
public  statements  with  respect  to  the  transactions   contemplated  hereby;
provided,  however, that the Company shall be entitled, without the prior review
of the Purchaser,  to make any press release or SEC or NASD filings with respect
to such transactions as is required by applicable law and regulations  (although
the  Purchaser  shall be  consulted by the Company in  connection  with any such
press  release and filing prior to its release and shall be provided with a copy
thereof).

         k. Further Assurances.  Each party shall do and perform, or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

         l.  Termination.  In the event  that the  Closing  Date  shall not have
occurred on or before March 4, 1998,  unless the parties agree  otherwise,  this
Agreement shall terminate at the close of business on such date. Notwithstanding
any  termination  of this  Agreement,  any party not in breach of this Agreement
shall preserve all rights and remedies it may have against  another party hereto
for a breach of this Agreement prior to or relating to the termination hereof.

         m.       [Intentionally omitted.]

         n. Equitable  Relief.  The Company  acknowledges that a breach by it of
its  obligations  hereunder  will cause  irreparable  harm to the  Purchaser  by
vitiating  the  intent  and  purpose of the  transactions  contemplated  hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations hereunder  (including,  but not limited to, its obligations pursuant
to Section 5 hereof) will be inadequate and agrees,  in the event of a breach or
threatened breach by the Company of the provisions of this Agreement (including,
but not limited to, its obligations pursuant


                                      -18-
<PAGE>


to Section 5 hereof),  that the Purchaser shall be entitled,  in addition to all
other available remedies, to an injunction  restraining any breach and requiring
immediate  issuance and  transfer of the  Securities,  without the  necessity of
showing economic loss and without any bond or other security being required.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      -19-

<PAGE>


         IN WITNESS  WHEREOF,  the  Purchaser  and the Company  have caused this
Agreement to be duly executed as of the date first above written.


FOCUS ENHANCEMENTS, INC.

    By: /s/ Thomas L. Massie
    Name: Thomas L. Massie
    Title: Chief Executive Officer

PURCHASER:

JNC OPPORTUNITY FUND LTD.


By: /s/ T. Davis
      Name: T. Davis
      Title: Director

RESIDENCE:        Cayman Islands

ADDRESS:
                  Olympia Capital (Cayman) Ltd.
                  c/o Olympia Capital (Bermuda) Ltd.
                  Williams House
                  20 Reid Street
                  Hamilton HM11
                  Bermuda
                  Telecopy:  (441) 295-2305
                  Attention: Thomas Davis

with copies of all notices to:

                  Encore Capital Management, L.L.C.
                  12007 Sunrise Valley Drive
                  Suite 460
                  Reston, VA  20191
                  Telecopy:  (703) 476-7711
                  Attention:  Neil T. Chau





                                      -20-


                                                                     EXHIBIT 4.3

                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT (this "Agreement"),  dated as of February
27, 1998, by and among FOCUS ENHANCEMENTS,  INC., a corporation  organized under
the laws of the State of Delaware (the "Company"), and the undersigned (together
with affiliates, the "Initial Investors").

         WHEREAS:

         A. In connection  with the Securities  Purchase  Agreement of even date
herewith by and between the Company and the Initial  Investors (the  "Securities
Purchase Agreement"),  the Company has agreed, upon the terms and subject to the
conditions  contained  therein,  to issue and sell to the Initial  Investors (i)
shares of the  Company's  common  stock,  par value $.01 per share (the  "Common
Stock"),  and (ii) warrants (the  "Warrants") to acquire shares of Common Stock;
and

         B.  To  induce  the  Initial  Investors  to  execute  and  deliver  the
Securities  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations thereunder, or any similar successor statute (collectively,  the
"Securities Act"), and applicable state securities laws.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Initial Investors hereby agree as follows:

         1.       DEFINITIONS.

                  a. As used in this  Agreement,  the following terms shall have
the following meanings:

                      (i)  "Investors"  means  the  Initial  Investors  and  any
transferees  or assignees  who agree to become bound by the  provisions  of this
Agreement in accordance with Section 9 hereof.

                      (ii) "register," "registered," and "registration" refer to
a  registration  effected by preparing  and filing a  Registration  Statement or
Statements in compliance  with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering  securities on a
continuous  basis ("Rule 415"), and the declaration or ordering of effectiveness
of such  Registration  Statement by the United  States  Securities  and Exchange
Commission (the "SEC").

                      (iii)  "Registrable  Securities"  means the Common  Shares
issued or issuable pursuant to the Securities  Purchase  Agreement,  the Warrant
Shares  (including any Warrant Shares issuable with respect to Exercise  Default
Payments under the Warrants) issued or issuable


<PAGE>



with respect to the Warrants,  any shares of Common Stock  issuable  pursuant to
Section 2(c) hereof and any shares of capital  stock  issued or  issuable,  from
time to time (with any adjustments),  as a distribution on or in exchange for or
otherwise with respect to any of the foregoing.

                      (iv)  "Registration   Statement"  means  any  registration
statement of the Company under the  Securities Act required to be filed pursuant
hereto  (including  all  amendments  or  supplements  to any  such  Registration
Statement).

                  b.  Capitalized  terms used herein and not  otherwise  defined
herein shall have the respective  meanings set forth in the Securities  Purchase
Agreement.

         2.       REGISTRATION.

                  a. Mandatory Registration.  The Company shall prepare, and, on
or before the  thirtieth  (30th) day  following  the date  hereof  (the  "Filing
Date"), file with the SEC a Registration  Statement on Form S-3 (or, if Form S-3
is not  then  available,  on such  form  of  Registration  Statement  as is then
available to effect a registration of all of the Registrable Securities, subject
to the consent of the Initial Investors (as determined pursuant to Section 11(j)
hereof))  covering  the  resale  of  all  of  the  Registrable  Securities.  The
Registration  Statement  (and each  amendment or  supplement  thereto,  and each
request for  acceleration  of  effectiveness  thereof) shall be provided to (and
subject to the approval of) the Initial Investors and their counsel prior to its
filing or other  submission.  The Initial Investors and their counsel shall have
five (5)  business  days in which to review the  Registration  Statement  and to
provide  comments to the  Company.  If no comments  are  provided by the Initial
Investors  and their  counsel  within such five (5)  business  day  period,  the
Initial Investors shall be deemed to have approved such Registration Statement.

                  b. [Intentionally omitted.]

                  c.  Payments  by the  Company.  The  Company  shall  cause the
Registration  Statement  required to be filed pursuant to Section 2(a) hereof to
become  effective  as  soon as  practicable,  but in no  event  later  than  the
ninetieth  (90th) day following the date hereof (the  "Registration  Deadline").
Notwithstanding the foregoing,  the Registration Deadline shall be extended by a
period of thirty  (30) days in the event the Company  sustains a material  loss,
whether or not insured, by reason of fire, earthquake,  flood, accident or other
calamity. If (i) the Registration  Statement required to be filed by the Company
pursuant  to Section  2(a)  hereof is not  declared  effective  by the SEC on or
before the Registration  Deadline or (ii) if, after such Registration  Statement
has  been  declared  effective  by the  SEC,  sales  of  all of the  Registrable
Securities cannot be made pursuant to such Registration  Statement (by reason of
a stop order or the Company's  failure to update the  Registration  Statement or
any other reason outside the control of the Investors) or (iii) the Common Stock
(including  all of the  Registrable  Securities)  is not listed or included  for
quotation on the Nasdaq  National  Market  ("NNM"),  the Nasdaq  SmallCap Market
("SmallCap"),  the New York Stock  Exchange  (the "NYSE") or the American  Stock
Exchange (the "AMEX") at any time after the  Registration  Deadline and prior to
the  one  (1)  year  anniversary  of the  effective  date  of  the  Registration
Statement, then the Company will make payments to the

                                        2

<PAGE>

Investors in such amounts and at such times as shall be  determined  pursuant to
this Section 2(c) as partial  relief for the damages to the  Investors by reason
of any such  delay in or  reduction  of their  ability  to sell the  Registrable
Securities (which remedy shall not be exclusive of any other remedies  available
at law or in equity).  The Company shall pay to each Investor an amount equal to
the  product  of (i) the  aggregate  Purchase  Price of the  Common  Shares  and
Warrants held by such Investor  (including,  without  limitation,  Warrants that
have  been  exercised  for  Warrant  Shares  then  held by such  Investor)  (the
"Aggregate  Share  Price"),  multiplied by (ii) two hundredths  (.02),  for each
thirty (30) day period (or portion thereof) (A) after the Registration  Deadline
and prior to the date the Registration  Statement filed pursuant to Section 2(a)
is declared  effective  by the SEC,  (B) during  which sales of any  Registrable
Securities  cannot be made  pursuant to such  Registration  Statement  after the
Registration   Statement  has  been   declared   effective  and  (C)  after  the
Registration  Deadline and prior to the one (1) year anniversary of the date the
Registration  Statement filed pursuant to Section 2(a) is declared  effective by
the  SEC  during  which  the  Common  Stock  (including  all of the  Registrable
Securities) is not listed or included for quotation on the NNM,  SmallCap,  NYSE
or AMEX; provided,  however,  that there shall be excluded from each such period
any delays which are solely  attributable to changes (other than  corrections of
Company  mistakes  with  respect  to  information  previously  provided  by  the
Investors) required by the Investors in the Registration  Statement with respect
to information relating to the Investors, including, without limitation, changes
to the plan of distribution.  (For example, if the Registration Statement is not
effective by the Registration  Deadline,  the Company would pay $20,000 for each
thirty (30) day period  thereafter  with respect to each $1,000,000 of Aggregate
Share Price until the Registration  Statement  becomes  effective.) Such amounts
shall be paid in cash or, at each  Investor's  option,  may be convertible  into
Common  Stock at the lower of the  Exercise  Price or the Market  Price (each as
defined in the Warrants) in effect at the time of such conversion. Any shares of
Common  Stock  issued  upon  conversion  of such  amounts  shall be  Registrable
Securities.  If the Investor  desires to convert the amounts due hereunder  into
Registrable  Securities it shall so notify the Company in writing within two (2)
business days after the date on which such amounts are first payable in cash and
such amounts  shall be so  convertible  beginning on the last day upon which the
cash amount would  otherwise be due in accordance  with the following  sentence.
Payments of cash  pursuant  hereto  shall be made within five (5) days after the
end of each period that gives rise to such  obligation,  provided  that,  if any
such period  extends for more than thirty (30) days,  interim  payments shall be
made for each such thirty (30) day period.

                  d. [Intentionally omitted.]

                  e.  Eligibility  for Form  S-3.  The  Company  represents  and
warrants that it meets the requirements for the use of Form S-3 for registration
of the sale by the Initial  Investors and any other Investor of the  Registrable
Securities  and the Company  shall file all reports  required to be filed by the
Company with the SEC in a timely manner so as to maintain such  eligibility  for
the use of Form S-3.

                                        3

<PAGE>

         3.       OBLIGATIONS OF THE COMPANY.

         In connection with the registration of the Registrable Securities,  the
Company shall have the following obligations:

                  a.  The  Company  shall  prepare  and  file  with  the SEC the
Registration Statement required by Section 2(a) as soon as practicable after the
date  hereof  (but in no event  later  than the  Filing  Date),  and cause  such
Registration Statement relating to Registrable Securities to become effective as
soon  as  practicable  after  such  filing  (but  in no  event  later  than  the
Registration  Deadline),  and keep the Registration Statement effective pursuant
to Rule 415 at all times  until  such date as is the  earlier of (i) the date on
which  all of the  Registrable  Securities  have  been sold and (ii) the date on
which all of the Registrable Securities (in the reasonable opinion of counsel to
the  Initial   Investors)  may  be  immediately   sold  to  the  public  without
registration or restriction  pursuant to Rule 144(k) under the Securities Act or
any  successor  provision  (the  "Registration   Period"),   which  Registration
Statement  (including  any amendments or  supplements  thereto and  prospectuses
contained therein and all documents incorporated by reference therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein,  or necessary to make the statements  therein not
misleading.

                  b.  The  Company  shall  prepare  and  file  with the SEC such
amendments  (including   post-effective   amendments)  and  supplements  to  the
Registration   Statement  and  the  prospectus   used  in  connection  with  the
Registration  Statement as may be necessary to keep the  Registration  Statement
effective at all times during the Registration  Period, and, during such period,
comply with the provisions of the Securities Act with respect to the disposition
of  all  Registrable  Securities  of the  Company  covered  by the  Registration
Statement  until  such  time as all of such  Registrable  Securities  have  been
disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in the Registration Statement.

                  c.  The  Company  shall   furnish  to  each   Investor   whose
Registrable  Securities are included in the Registration Statement and its legal
counsel (i) promptly after the same is prepared and publicly distributed,  filed
with the SEC, or received by the Company, one copy of the Registration Statement
and any amendment thereto,  each preliminary  prospectus and prospectus and each
amendment or supplement thereto,  and each letter written by or on behalf of the
Company to the SEC or the staff of the SEC (including,  without limitation,  any
request  to  accelerate  the  effectiveness  of any  Registration  Statement  or
amendment thereto), and each item of correspondence from the SEC or the staff of
the SEC, in each case relating to such  Registration  Statement  (other than any
portion,  if any,  thereof which contains  information for which the Company has
sought  confidential  treatment),  (ii)  on the  date  of  effectiveness  of the
Registration  Statement  or any  amendment  thereto,  a notice  stating that the
Registration Statement or amendment has been declared effective,  and (iii) such
number of copies of a prospectus,  including a preliminary  prospectus,  and all
amendments and supplements thereto and such other documents as such Investor may
reasonably  request in order to facilitate the  disposition  of the  Registrable
Securities owned by such Investor.

                                        4

<PAGE>

                  d. The Company  shall use its best efforts to (i) register and
qualify the Registrable  Securities covered by the Registration  Statement under
such other  securities  or "blue sky" laws of such  jurisdictions  in the United
States  as  each  Investor  who  holds  Registrable   Securities  being  offered
reasonably  requests,   (ii)  prepare  and  file  in  those  jurisdictions  such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during the  Registration  Period,  (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times  during  the  Registration  Period,  and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (a) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d),  (b) subject  itself to general  taxation in any such
jurisdiction,  (c) file a general  consent  to  service  of  process in any such
jurisdiction,  (d) provide any undertakings that cause the Company undue expense
or burden,  or (e) make any change in its charter or bylaws,  which in each case
the Board of  Directors  of the  Company  determines  to be contrary to the best
interests of the Company and its stockholders.

                  e. [Intentionally omitted.]

                  f. As promptly as  practicable  after  becoming  aware of such
event,  the Company shall notify each Investor of the happening of any event, of
which the Company has knowledge, as a result of which the prospectus included in
the Registration Statement, as then in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the  statements  therein not  misleading,  and use its best
efforts  promptly  to prepare a  supplement  or  amendment  to the  Registration
Statement to correct such untrue statement or omission,  and deliver such number
of copies of such  supplement or amendment to each Investor as such Investor may
reasonably request.

                  g. The  Company  shall use its best  efforts  to  prevent  the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  and,  if  such an  order  is  issued,  to  obtain  the
withdrawal of such order at the earliest  practicable  moment (including in each
case by amending or  supplementing  such  Registration  Statement) and to notify
each  Investor who holds  Registrable  Securities  being sold of the issuance of
such order and the  resolution  thereof (and if such  Registration  Statement is
supplemented  or amended,  deliver such number of copies of such  supplement  or
amendment to each Investor as such Investor may reasonably request).

                  h.  The  Company   shall  permit  a  single  firm  of  counsel
designated by the Initial Investors to review the Registration Statement and all
amendments and  supplements  thereto a reasonable  period of time prior to their
filing with the SEC,  and not file any  document in a form to which such counsel
reasonably objects and will not request acceleration of the effectiveness of any
Registration Statement without prior notice to such counsel.

                  i. The Company shall make generally  available to its security
holders  as soon as  practical,  but not later than  ninety  (90) days after the
close of the period covered thereby, an


                                        5
<PAGE>

earnings  statement (in form complying with the provisions of Rule 158 under the
Securities  Act)  covering a  twelve-month  period  beginning not later than the
first day of the Company's  fiscal  quarter next following the effective date of
the Registration Statement.

                  j.  [Intentionally omitted.]

                  k. The Company shall make  available for inspection by (i) any
Investor and (ii) one firm of  attorneys  and one firm of  accountants  or other
agents retained by the Investors (collectively,  the "Inspectors") all pertinent
financial and other records, and pertinent corporate documents and properties of
the  Company  (collectively,  the  "Records"),  as  shall be  reasonably  deemed
necessary  by each  Inspector  to enable  each  Inspector  to  exercise  its due
diligence  responsibility,  and  cause the  Company's  officers,  directors  and
employees to supply all information  which any Inspector may reasonably  request
for purposes of such due diligence; provided, however, that each Inspector shall
hold in confidence and shall not make any disclosure  (except to an Investor) of
any Record or other information which the Company determines in good faith to be
confidential,  and of which determination the Inspectors are so notified, unless
(a)  the  disclosure  of such  Records  is  necessary  to  avoid  or  correct  a
misstatement or omission in any Registration Statement,  (b) the release of such
Records  is  ordered  pursuant  to a  subpoena  or other  order  from a court or
government  body  of  competent  jurisdiction,  or (c) the  information  in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other  agreement.  The Company shall not be required
to disclose any confidential  information in such Records to any Inspector until
and unless such Inspector shall have entered into confidentiality agreements (in
form and  substance  satisfactory  to the Company) with the Company with respect
thereto,  substantially  in the form of this Section 3(k).  Each Investor agrees
that it shall,  upon learning that disclosure of such Records is sought in or by
a court or governmental  body of competent  jurisdiction or through other means,
give prompt  notice to the Company and allow the  Company,  at its  expense,  to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, the Records  deemed  confidential.  Nothing herein shall be deemed to
limit the Investors' ability to sell Registrable Securities in a manner which is
otherwise consistent with applicable laws and regulations.

                  l.  The  Company  shall  hold in  confidence  and not make any
disclosure of information  concerning an Investor provided to the Company unless
(i) disclosure of such  information is necessary to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant  to a subpoena or other order
from  a  court  or  governmental  body  of  competent  jurisdiction,  (iv)  such
information  has been made  generally  available  to the  public  other  than by
disclosure  in violation of this or any other  agreement,  or (v) such  Investor
consents to the form and content of any such disclosure. The Company agrees that
it shall,  upon  learning  that  disclosure  of such  information  concerning an
Investor  is  sought  in  or  by a  court  or  governmental  body  of  competent
jurisdiction  or through other means,  give prompt notice to such Investor prior
to making such disclosure,  and allow the Investor, at its expense, to undertake
appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for, such information.

                                        6
<PAGE>

                  m. The Company  shall use its best efforts to promptly  either
(i)  cause  all of  the  Registrable  Securities  covered  by  the  Registration
Statement  to be listed on the NYSE or the AMEX or another  national  securities
exchange and on each additional national securities exchange on which securities
of the same class or series  issued by the Company are then  listed,  if any, if
the listing of such Registrable  Securities is then permitted under the rules of
such  exchange,  or (ii)  secure the  designation  and  quotation  of all of the
Registrable  Securities  covered  by the  Registration  Statement  on the NNM or
SmallCap and, without  limiting the generality of the foregoing,  to arrange for
or maintain at least two market makers to register with the National Association
of Securities  Dealers,  Inc.  ("NASD") as such with respect to such Registrable
Securities.

                  n. Chase Mellon Shareholder  Services,  LLC (or any substitute
transfer agent and registrar  selected by the Company) shall act as the transfer
agent and registrar for the Registrable Securities.

                  o. The Company  shall  cooperate  with the  Investors who hold
Registrable  Securities  being offered to facilitate the timely  preparation and
delivery of  certificates  (not bearing any  restrictive  legends)  representing
Registrable  Securities to be offered pursuant to the Registration Statement and
enable such certificates to be in such denominations or amounts, as the case may
be, as the Investors may reasonably  request and registered in such names as the
Investors may request,  and, within three (3) business days after a Registration
Statement which includes Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel selected by the Company
to deliver, to the transfer agent for the Registrable Securities (with copies to
the Investors  whose  Registrable  Securities are included in such  Registration
Statement) an opinion of such counsel in the form attached hereto as Exhibit 1.

                  p. At the request of any  Investor  (which shall be limited to
two (2)  requests),  the  Company  shall  prepare  and  file  with  the SEC such
amendments  (including   post-effective   amendments)  and  supplements  to  the
Registration   Statement  and  the  prospectus   used  in  connection  with  the
Registration  Statement  as may be  necessary  in  order to  change  the plan of
distribution set forth in such Registration Statement.

                  q. The Company shall comply with all  applicable  laws related
to the  Registration  Statement  and  offering  and sale of  securities  and all
applicable  rules and  regulations  of  governmental  authorities  in connection
therewith (including,  without limitation, the Securities Act and the Securities
Exchange Act of 1934, as amended,  and the rules and regulations  promulgated by
the SEC.)

                  r.  The  Company  shall  take all such  other  actions  as any
Investor  reasonably requests in order to expedite or facilitate the disposition
of the Registrable Securities.

                  s.  From and  after the date of this  Agreement,  the  Company
shall not,  and shall not agree to, allow the holders of any  securities  of the
Company to include any of their securities in any  Registration  Statement under
Section 2(a) hereof or any  amendment or  supplement  thereto under Section 3(b)
hereof without the consent of the holders of a majority in interest of the


                                        7
<PAGE>

Registrable Securities;  provided,  however, that the Company shall be permitted
to include in any such  Registration  Statement  (including  any  amendments  or
supplements  thereto)  any shares of Common  Stock  issuable by the Company upon
exercise of or  otherwise  pursuant to those  certain  stock  purchase  warrants
issued to each of Wharton  Capital  Partners  Ltd.  and  Elizabeth  D'Angelis on
February 27, 1998.

         All  obligations  of the Company under this Section 3 (except for those
obligations  set forth in paragraph  (l) of this  Section 3) shall  terminate as
soon as the Investors no longer own any Registrable Securities.

         4.       OBLIGATIONS OF THE INVESTORS.

         In connection with the registration of the Registrable Securities,  the
Investors shall have the following obligations:

                  a. It shall be a condition precedent to the obligations of the
Company to complete the registration  pursuant to this Agreement with respect to
the  Registrable  Securities of a particular  Investor that such Investor  shall
furnish to the  Company  such  information  regarding  itself,  the  Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such  Registrable  Securities  and shall execute such documents in connection
with such registration as the Company may reasonably  request. At least five (5)
business  days prior to the first  anticipated  filing date of the  Registration
Statement, the Company shall notify each Investor of the information the Company
requires from each such Investor.

                  b.  Each  Investor,  by  such  Investor's  acceptance  of  the
Registrable  Securities,  agrees to  cooperate  with the  Company as  reasonably
requested by the Company in connection  with the  preparation  and filing of the
Registration Statement hereunder,  unless such Investor has notified the Company
in  writing  of such  Investor's  election  to  exclude  all of such  Investor's
Registrable Securities from the Registration Statement.

                  c. [Intentionally omitted.]

                  d. Each Investor  agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Sections 3(f)
or 3(g), such Investor will immediately  discontinue  disposition of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities  until such Investor's  receipt of the copies of the  supplemented or
amended prospectus  contemplated by Sections 3(f) or 3(g) and, if so directed by
the Company,  such Investor  shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies in such  Investor's  possession,  of the  prospectus  covering  such
Registrable Securities current at the time of receipt of such notice.

                  e. [Intentionally omitted.]


                                        8

<PAGE>

         5.       EXPENSES OF REGISTRATION.

         All  reasonable  expenses  incurred in connection  with  registrations,
filings or  qualifications  pursuant  to  Sections 2 and 4,  including,  without
limitation,  all registration,  listing and  qualifications  fees,  printers and
accounting  fees, the fees and  disbursements of counsel for the Company and the
fees and disbursements contemplated by Section 3(k) hereof shall be borne by the
Company.  In addition,  the Company  shall pay all of the  Investors'  costs and
expenses  (including  legal fees) incurred in connection with the enforcement of
the rights of the Investors hereunder.

         6.       INDEMNIFICATION.

         In the event any Registrable  Securities are included in a Registration
Statement under this Agreement:

                  a. To the extent permitted by law, the Company will indemnify,
hold  harmless  and  defend  (i)  each  Investor  who  holds  such   Registrable
Securities,  and (ii) the directors,  officers,  partners,  members,  employees,
agents and each person who controls  any Investor  within the meaning of Section
15 of the Securities  Act or Section 20 of the Securities  Exchange Act of 1934,
as amended (the  "Exchange  Act"),  if any,  (each,  an  "Indemnified  Person"),
against any joint or several losses,  claims,  damages,  liabilities or expenses
(collectively, together with actions, proceedings or inquiries by any regulatory
or  self-regulatory  organization,  whether commenced or threatened,  in respect
thereof,  "Claims")  to which any of them may  become  subject  insofar  as such
Claims  arise out of or are based  upon:  (i) any  untrue  statement  or alleged
untrue statement of a material fact in a Registration  Statement or the omission
or alleged  omission to state  therein a material  fact required to be stated or
necessary  to make the  statements  therein  not  misleading,  (ii)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein,  in light of the circumstances under which the
statements therein were made, not misleading,  or (iii) any violation or alleged
violation by the Company of the  Securities  Act,  the  Exchange  Act, any other
applicable securities law, including,  without limitation,  any state securities
law, or any rule or regulation  thereunder  relating to the offer or sale of the
Registrable  Securities (the matters in the foregoing  clauses (i) through (iii)
being,  collectively,  "Violations").  Subject to the  restrictions set forth in
Section  6(c) with  respect to the number of legal  counsel,  the Company  shall
reimburse  the  Investors and each other  Indemnified  Person,  promptly as such
expenses are incurred and are due and payable,  for any reasonable legal fees or
other reasonable  expenses incurred by them in connection with  investigating or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the indemnification  agreement contained in this Section 6(a): (i) shall
not apply to a Claim  arising out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company  by  such  Indemnified  Person  expressly  for  use in the  Registration
Statement or any such amendment  thereof or supplement  thereto;  (ii) shall not
apply to amounts paid in settlement of any Claim if such  settlement is effected
without the prior written consent of the Company, which


                                        9
<PAGE>

consent  shall not be  unreasonably  withheld;  and (iii)  with  respect  to any
preliminary prospectus, shall not inure to the benefit of any Indemnified Person
if  the  untrue  statement  or  omission  of  material  fact  contained  in  the
preliminary  prospectus  was corrected on a timely basis in the  prospectus,  as
then  amended or  supplemented,  if such  corrected  prospectus  was timely made
available by the Company  pursuant to Section 3(c) hereof,  and the  Indemnified
Person was promptly advised in writing not to use the incorrect prospectus prior
to  the  use  giving  rise  to  a  Violation   and  such   Indemnified   Person,
notwithstanding  such advice, used it. Such indemnity shall remain in full force
and  effect  regardless  of  any  investigation  made  by or on  behalf  of  the
Indemnified Person and shall survive the transfer of the Registrable  Securities
by the Investors pursuant to Section 9 hereof.

                  b. In connection with any  Registration  Statement in which an
Investor is  participating,  each such Investor agrees severally and not jointly
to  indemnify,  hold  harmless  and  defend,  to the same extent and in the same
manner set forth in Section 6(a), the Company,  each of its  directors,  each of
its officers who signs the  Registration  Statement,  its employees,  agents and
each person,  if any, who controls the Company  within the meaning of Section 15
of the  Securities  Act or  Section  20 of  the  Exchange  Act,  and  any  other
stockholder selling securities pursuant to the Registration  Statement or any of
its directors or officers or any person who controls such stockholder within the
meaning of the  Securities  Act or the Exchange Act  (collectively  and together
with an Indemnified Person, an "Indemnified Party"),  against any Claim to which
any of them may become  subject,  under the Securities  Act, the Exchange Act or
otherwise,  insofar as such Claim arises out of or is based upon any  Violation,
in each case to the extent (and only to the extent) that such  Violation  occurs
in reliance upon and in  conformity  with written  information  furnished to the
Company by such Investor  expressly for use in connection with such Registration
Statement; and subject to Section 6(c) such Investor will reimburse any legal or
other expenses  (promptly as such expenses are incurred and are due and payable)
reasonably  incurred by them in connection with  investigating  or defending any
such Claim;  provided,  however,  that the indemnity agreement contained in this
Section 6(b) shall not apply to amounts paid in  settlement of any Claim if such
settlement is effected without the prior written consent of such Investor, which
consent shall not be unreasonably withheld; provided, further, however, that the
Investor shall be liable under this Agreement  (including  this Section 6(b) and
Section 7) for only that  amount as does not exceed  the net  proceeds  actually
received  by such  Investor  as a result of the sale of  Registrable  Securities
pursuant to such  Registration  Statement.  Such indemnity  shall remain in full
force and effect  regardless of any  investigation  made by or on behalf of such
Indemnified  Party and shall survive the transfer of the Registrable  Securities
by the Investors pursuant to Section 9 hereof.  Notwithstanding  anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section 6(b) with respect to any preliminary  prospectus  shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary  prospectus was corrected on a timely basis in
the  prospectus,  as then amended or  supplemented,  and the  Indemnified  Party
failed to utilize such corrected prospectus.

                  c.  Promptly  after  receipt  by  an  Indemnified   Person  or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action  (including  any  governmental   action),   such  Indemnified  Person  or
Indemnified  Party shall,  if a Claim in respect  thereof is to made against any
indemnifying  party under this  Section 6, deliver to the  indemnifying  party a
written notice of


                                       10
<PAGE>

the commencement  thereof,  and the  indemnifying  party shall have the right to
participate in, and, to the extent the  indemnifying  party so desires,  jointly
with any other indemnifying  party similarly  noticed,  to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified  Person or the Indemnified  Party, as the case may be; provided,
however,  that such  indemnifying  party  shall not be  entitled  to assume such
defense and an Indemnified  Person or Indemnified  Party shall have the right to
retain its own counsel with the fees and expenses to be paid by the indemnifying
party,  if, in the reasonable  opinion of counsel  retained by the  indemnifying
party,  the  representation  by  such  counsel  of  the  Indemnified  Person  or
Indemnified  Party and the  indemnifying  party  would be  inappropriate  due to
actual or potential  conflicts of interest  between such  Indemnified  Person or
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding  or the actual or  potential  defendants  in, or targets of, any such
action  include both the  Indemnified  Person or the  Indemnified  Party and the
indemnifying  party  and  any  such  Indemnified  Person  or  Indemnified  Party
reasonably  determines  that  there  may be  legal  defenses  available  to such
Indemnified  Person or Indemnified Party which are different from or in addition
to those available to such indemnifying  party. The indemnifying party shall pay
for  only  one  separate  legal  counsel  for  the  Indemnified  Persons  or the
Indemnified Parties, as applicable,  and such legal counsel shall be selected by
Investors holding a majority-in-interest  of the Registrable Securities included
in the  Registration  Statement to which the Claim relates (with the approval of
the  Initial  Investors  if they hold  Registrable  Securities  included in such
Registration  Statement),  if the  Investors  are  entitled  to  indemnification
hereunder,  or by the  Company,  if the Company is  entitled to  indemnification
hereunder,  as  applicable.  The  failure  to  deliver  written  notice  to  the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Person or  Indemnified  Party  under this  Section 6, except to the
extent  that the  indemnifying  party is actually  prejudiced  in its ability to
defend such action. The indemnification required by this Section 6 shall be made
by  periodic   payments  of  the  amount   thereof  during  the  course  of  the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

         7.       CONTRIBUTION.

         To  the  extent  any   indemnification  by  an  indemnifying  party  is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided,  however, that
(i) no contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section 6, (ii) no person  guilty of  fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution  from any seller of  Registrable  Securities  who was not guilty of
such fraudulent  misrepresentation,  and (iii)  contribution  (together with any
indemnification  or other  obligations  under this  Agreement)  by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.



                                       11

<PAGE>

         8.       REPORTS UNDER THE EXCHANGE ACT.

         With a view to making  available to the  Investors the benefits of Rule
144 promulgated under the Securities Act or any other similar rule or regulation
of the SEC that may at any time permit the  Investors to sell  securities of the
Company to the public without registration ("Rule 144"), the Company agrees to:

                  a.  file  with  the SEC in a timely  manner  and make and keep
available  all reports  and other  documents  required of the Company  under the
Securities  Act and the Exchange Act so long as the Company  remains  subject to
such  requirements  (it being  understood  that  nothing  herein shall limit the
Company's  obligations under Section 4(c) of the Securities  Purchase Agreement)
and the filing and  availability of such reports and other documents is required
for the applicable provisions of Rule 144; and

                  b.  furnish to each  Investor  so long as such  Investor  owns
Warrants  or  Registrable  Securities,  promptly  upon  request,  (i) a  written
statement by the Company that it has complied with the reporting requirements of
Rule 144,  the  Securities  Act and the  Exchange  Act,  (ii) a copy of the most
recent  annual or  quarterly  report of the Company  and such other  reports and
documents so filed by the Company,  and (iii) such other  information  as may be
reasonably  requested to permit the Investors to sell such securities under Rule
144 without registration.

         The  obligations  of the  Company  set  forth in this  Section  8 shall
terminate  as  soon as the  Investors  may  resell  the  Registrable  Securities
pursuant to Rule 144(k).

         9.       ASSIGNMENT OF REGISTRATION RIGHTS.

         The rights of the Investors hereunder,  including the right to have the
Company register  Registrable  Securities  pursuant to this Agreement,  shall be
automatically  assignable  by  each  Investor  to any  transferee  of all or any
portion of the Common Shares, the Warrants or the Registrable Securities if: (i)
the Investor  agrees in writing with the  transferee  or assignee to assign such
rights,  and a copy of such  agreement is  furnished  to the Company  after such
assignment,  (ii) the Company is furnished  with written  notice of (a) the name
and address of such transferee or assignee,  and (b) the securities with respect
to which such  registration  rights are being  transferred  or  assigned,  (iii)
following  such  transfer  or  assignment,   the  further  disposition  of  such
securities by the transferee or assignee is restricted  under the Securities Act
and applicable  state securities laws, (iv) the transferee or assignee agrees in
writing  for the  benefit of the  Company  to be bound by all of the  provisions
contained herein,  and (v) such transfer shall have been made in accordance with
the applicable requirements of the Securities Purchase Agreement.

         10.      AMENDMENT OF REGISTRATION RIGHTS.

         Provisions of this Agreement may be amended and the observance  thereof
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively  or  prospectively),  only with written consent of the Company and
Investors who hold a majority in interest of the Registrable


                                       12

<PAGE>

Securities;  provided,  however,  that  no  consideration  shall  be  paid to an
Investor by the  Company in  connection  with an  amendment  hereto  unless each
Investor  similarly  affected by such  amendment  receives a pro-rata  amount of
consideration  from the  Company.  Unless an  Investor  otherwise  agrees,  each
amendment  hereto must similarly  affect each Investor.  Any amendment or waiver
effected in accordance  with this Section 10 shall be binding upon each Investor
and the Company.

         11.      MISCELLANEOUS.

                  a. A person or entity is deemed to be a holder of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

                  b. Any  notices  required or  permitted  to be given under the
terms of this  Agreement  shall be sent by certified or registered  mail (return
receipt  requested)  or  delivered  personally  or by  courier  or by  confirmed
telecopy,  and shall be effective  five (5) days after being placed in the mail,
if mailed, or upon receipt or refusal of receipt, if delivered  personally or by
courier or confirmed telecopy,  in each case addressed to a party. The addresses
for such communications shall be:

                  If to the Company:

                           Focus Enhancements, Inc.
                           142 North Road
                           Sudbury, MA 01776
                           Telecopy: (978) 371-8471
                           Attn: Chief Financial Officer

                  with a copy simultaneously transmitted by like means to:

                           Sullivan & Worcester LLP
                           One Post Office Square
                           Boston, MA 02109
                           Telecopy: (617) 338-2880
                           Attn: John Piccione, Esq.

and if to any Investor,  at such address as such Investor shall have provided in
writing to the Company, or at such other address as each such party furnishes by
notice given in accordance with this Section 11(b).

                  c.  Failure of any party to exercise any right or remedy under
this  Agreement or otherwise,  or delay by a party in  exercising  such right or
remedy, shall not operate as a waiver thereof.


                                       13

<PAGE>

                  d.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of Delaware  applicable to contracts made
and to be performed in the State of Delaware.  The Company irrevocably  consents
to the  jurisdiction  of the United States  federal  courts and the state courts
located in the State of Delaware in any suit or  proceeding  based on or arising
under this Agreement and  irrevocably  agrees that all claims in respect of such
suit or proceeding  may be determined  in such courts.  The Company  irrevocably
waives the defense of an  inconvenient  forum to the maintenance of such suit or
proceeding. The Company further agrees that service of process upon the Company,
mailed by first class mail shall be deemed in every respect effective service of
process upon the Company in any such suit or  proceeding.  Nothing  herein shall
affect the  Investors'  right to serve process in any other manner  permitted by
law. The Company agrees that a final non-appealable judgment in any such suit or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on such judgment or in any other lawful manner.

                  e.  This   Agreement,   the  Securities   Purchase   Agreement
(including all schedules and exhibits  thereto) and the Warrants  constitute the
entire  agreement  among the parties  hereto with respect to the subject  matter
hereof and thereof.  This Agreement,  the Securities  Purchase Agreement and the
Warrants  supersede all prior  agreements and  understandings  among the parties
hereto with respect to the subject matter hereof and thereof.

                  f.  Subject  to the  requirements  of  Section 9 hereof,  this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns of each of the parties hereto.

                  g. The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

                  h. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall  constitute one
and the same  agreement.  This  Agreement,  once  executed  by a  party,  may be
delivered to the other party hereto by facsimile  transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

                  i. Each party  shall do and  perform,  or cause to be done and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

                  j. All consents, approvals and other determinations to be made
by the Investors or the Initial  Investors  pursuant to this Agreement  shall be
made by the Investors or the Initial Investors holding a majority in interest of
the Registrable  Securities  (determined as if all Warrants then outstanding had
been  exercised  for  Registrable  Securities)  held by all Investors or Initial
Investors, as the case may be.


                                       14
<PAGE>


                  k. For purposes of this  Agreement,  the term  "business  day"
means  any day  other  than a  Saturday  or  Sunday  or a day on  which  banking
institutions  in the  State of New  York are  authorized  or  obligated  by law,
regulation or executive order to close.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       15

<PAGE>



         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first above written.


FOCUS ENHANCEMENTS, INC.

By: /s/ Thomas L. Massie
Name: Thomas L. Massie
Its: Chief Executive Officer

INITIAL INVESTORS:

JNC OPPORTUNITY FUND, LTD.


By: /s/ T. Davis
Name: T. Davis
Its: Director






<PAGE>


                                                                      EXHIBIT 1
                                                                             to
                                                                   Registration
                                                                         Rights
                                                                      Agreement

                                                      [Date]
[Name and address
of transfer agent]


                  RE: FOCUS ENHANCEMENTS, INC.

Ladies and Gentlemen:

         We are counsel to FOCUS  ENHANCEMENTS,  INC., a  corporation  organized
under the laws of the State of Delaware (the "Company"),  and we understand that
[Name of Investor]  (the  "Holder") has purchased from the Company (i) shares of
the Company's  common stock,  par value $______ per share (the "Common  Stock"),
and (ii) warrants (the  "Warrants") to acquire shares of Common Stock.  Pursuant
to a Registration Rights Agreement,  dated as of February 27, 1998, by and among
the Company and the signatories  thereto (the "Registration  Rights Agreement"),
the Company  agreed  with the  Holder,  among  other  things,  to  register  the
Registrable  Securities  (as that term is  defined  in the  Registration  Rights
Agreement) under the Securities Act of 1933, as amended (the "Securities  Act"),
upon the terms provided in the Registration Rights Agreement. In connection with
the  Company's   obligations  under  the  Registration   Rights  Agreement,   on
__________, 1998, the Company filed a Registration Statement on Form S-___ (File
No. 333- _____________)  (the "Registration  Statement") with the Securities and
Exchange  Commission (the "SEC") relating to the Registrable  Securities,  which
names the Holder as a selling stockholder thereunder. The Registration Statement
was declared effective by the SEC on _____________, 1998.

         [Other customary  introductory and scope of examination  language to be
inserted]

         Based on the  foregoing,  we are of the  opinion  that the  Registrable
Securities have been registered under the Securities Act.

                                    [Other customary language to be included.]

                                            Very truly yours,



cc:   [Name of Investor]



                                                                     EXHIBIT 4.4



         VOID AFTER 5:00 P.M., NEW YORK CITY
         TIME, ON MARCH 3, 2005


         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES  ACT"),  OR THE SECURITIES  LAWS OF ANY STATE OF THE UNITED
         STATES OR ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY
         NOT BE OFFERED  OR SOLD IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
         STATEMENT FOR THE SECURITIES  UNDER  APPLICABLE  SECURITIES LAWS UNLESS
         OFFERED,  SOLD OR TRANSFERRED  PURSUANT TO AN AVAILABLE  EXEMPTION FROM
         THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

                                         Right to Purchase 327,645 Shares of
                                         Common Stock, par value $.01 per share

Date: March 3, 1998

                            FOCUS ENHANCEMENTS, INC.
                             STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received,  JNC OPPORTUNITY FUND LTD., or
its registered assigns, is entitled to purchase from FOCUS ENHANCEMENTS, INC., a
corporation  organized under the laws of the State of Delaware (the  "Company"),
at any time or from  time to time  during  the  period  specified  in  Section 2
hereof,  Three Hundred  Twenty-Seven  Thousand Six Hundred Forty-Five  (327,645)
fully paid and  nonassessable  shares of the Company's  common stock,  par value
$.01 per share  (the  "Common  Stock"),  at an  exercise  price  per share  (the
"Exercise Price")  determined in accordance with Section 1 hereof. The number of
shares of Common Stock  purchasable  hereunder  (the  "Warrant  Shares") and the
Exercise  Price are subject to adjustment  as provided in Section 5 hereof.  The
term  "Warrants"  means this Warrant and the other  warrants of the Company,  if
any, issued pursuant to that certain Securities Purchase Agreement,  dated as of
February  27,  1998,  by and between the Company and the initial  holder of this
Warrant (the "Securities Purchase Agreement").


<PAGE>


         This  Warrant  is  subject  to the  following  terms,  provisions,  and
conditions:

         1.  Determination of Exercise Price. The Exercise Price shall initially
equal the Market Price (as defined in Section 5(j) hereof) in effect on the date
of initial  issuance of this Warrant (the "Issue  Date") and shall be subject to
adjustment as provided below and in Section 5 hereof. If, at any time during the
five  hundred  forty  (540) day  period  following  the Issue  Date (the  "Reset
Period"),  the average of the  Closing  Bid Prices (as  defined in Section  5(j)
hereof) for the Common Stock for any period of twenty (20)  consecutive  trading
days is less than or equal to seventy-five  percent (75%) of the Market Price in
effect on the  Issue  Date  (the  occurrence  of such  event  being  hereinafter
referred to as a "Reset Event" and the date immediately following the occurrence
of a Reset Event being  hereinafter  referred  to as a "Reset  Date"),  then the
Exercise  Price  shall  thereafter  be  adjusted  to equal the lesser of (i) the
Market Price  determined  as of the Reset Date and (ii) the Closing Bid Price in
effect on the trading day  immediately  preceding  such Reset Date. The Exercise
Price shall be similarly  adjusted  upon each  additional  occurrence of a Reset
Event during the Reset  Period;  provided,  however,  that in no event shall any
such adjustment result in an increase to the Exercise Price.

         2. Period of Exercise.  This Warrant shall be  exercisable  at any time
and from time to time on or after the  initial  occurrence  of a Reset Event and
before 5:00 p.m.,  New York City time, on the seventh (7th)  anniversary  of the
Issue Date (the "Exercise  Period").  If a Reset Event does not occur during the
Reset Period, this Warrant shall be null and void.

         3. Manner of Exercise;  Issuance of  Certificates;  Payment for Shares.
Subject to the provisions hereof, including, without limitation, the limitations
contained  in Section 8 hereof,  this  Warrant  may be  exercised  by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company  during normal  business  hours on any business day
during the Exercise Period at the Company's principal executive offices (or such
other  office or  agency of the  Company  as it may  designate  by notice to the
holder  hereof),  and upon (i) payment to the Company in cash,  by  certified or
official bank check or by wire  transfer for the account of the Company,  of the
Exercise  Price for the Warrant  Shares  specified in the Exercise  Agreement or
(ii) if the holder is  effectuating  a Cashless  Exercise (as defined in Section
12(c) hereof)  pursuant to Section  12(c)  hereof,  delivery to the Company of a
written  notice of an  election  to effect a Cashless  Exercise  for the Warrant
Shares  specified in the  Exercise  Agreement.  The Warrant  Shares so purchased
shall be deemed to be issued to the holder hereof or such holder's designee,  as
the record  owner of such  shares,  as of the close of  business  on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall have been  delivered,  and payment shall have been made for such shares as
set forth above or, if such date is not a business date, on the next  succeeding
business  date.  The Warrant  Shares so  purchased,  representing  the aggregate
number of shares specified in the Exercise Agreement,  shall be delivered to the
holder hereof  within a reasonable  time,  not exceeding two (2) business  days,
after this Warrant shall have been so exercised in accordance with the foregoing
(the "Delivery Period"). If the Company's transfer agent is participating in the
Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and
so long as the certificates  therefor do not bear a legend and the holder is not
obligated to return such certificate for the placement of a legend thereon,  the
Company shall cause its transfer agent to electronically


                                        2

<PAGE>



transmit the Warrant  Shares so purchased to the holder by crediting the account
of the holder or its  nominee  with DTC through  its  Deposit  Withdrawal  Agent
Commission system ("DTC Transfer").  If the  aforementioned  conditions to a DTC
Transfer are not  satisfied,  the Company shall  deliver to the holder  physical
certificates  representing the Warrant Shares so purchased.  Further, the holder
may  instruct  the  Company  to  deliver  to the  holder  physical  certificates
representing  the Warrant Shares so purchased in lieu of delivering  such shares
by  way of  DTC  Transfer.  Any  certificates  so  delivered  shall  be in  such
denominations  as may be  reasonably  requested by the holder  hereof,  shall be
registered  in the name of such holder or such other name as shall be designated
by such holder  and,  following  the date on which the Warrant  Shares have been
registered under the Securities Act pursuant to that certain Registration Rights
Agreement,  dated as of February  27,  1998,  by and between the Company and the
other signatories thereto (the "Registration Rights Agreement") or otherwise may
be sold by the holder pursuant to Rule 144 promulgated  under the Securities Act
(or a successor rule),  shall not bear any restrictive  legend.  If this Warrant
shall have been exercised only in part,  then,  unless this Warrant has expired,
the Company shall, at its expense, at the time of delivery of such certificates,
deliver  to the holder a new  Warrant  representing  the  number of shares  with
respect to which this Warrant shall not then have been exercised.

         If, at any time, a holder of this  Warrant  submits  this  Warrant,  an
Exercise  Agreement and payment to the Company of the Exercise Price for each of
the Warrant Shares specified in the Exercise Agreement  (including pursuant to a
Cashless Exercise), and the Company fails for any reason to deliver, on or prior
to the fourth  business day following the expiration of the Delivery  Period for
such  exercise,  the  number of shares  of Common  Stock to which the  holder is
entitled upon such exercise (an "Exercise Default"),  then the Company shall pay
to the holder payments  ("Exercise Default Payments") for an Exercise Default in
an amount  equal to One Hundred  Fifty  Dollars  ($150.00)  per day for each day
after the expiration of the Delivery  Period through and until the date on which
the Company issues and delivers  certificates  for the shares of Common Stock to
which the holder is entitled upon such exercise.  The accrued  Exercise  Default
Payment for each  calendar  month shall be paid in cash or shall be  convertible
into Common Stock, at the holder's option, as follows:

                  (a) In the event  holder  elects to take such payment in cash,
cash  payment  shall be made to  holder  by the  fifth  (5th)  day of the  month
following the month in which it has accrued; and

                  (b) In the event holder  elects to take such payment in Common
Stock, the holder may convert such payment amount into Common Stock at the lower
of the Exercise  Price or the Market  Price (as defined in Section  5(j)) (as in
effect at the time of  conversion)  at any time after the fifth (5th) day of the
month following the month in which it has accrued.

         Nothing  herein shall limit the holder's right to pursue actual damages
for the Company's  failure to maintain a sufficient  number of authorized shares
of Common  Stock as required  pursuant to the terms of Section 4(b) hereof or to
otherwise  issue  shares  of Common  Stock  upon  exercise  of this  Warrant  in
accordance with the terms hereof,  and the holder shall have the right to pursue
all  remedies  available  at law or in equity  (including  a decree of  specific
performance and/or injunctive relief).


                                        3
<PAGE>

         4. Certain Agreements of the Company.  The Company hereby covenants and
agrees as follows:

                  (a) Shares to be Fully Paid.  All Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid, and nonassessable and free from all taxes, liens, claims and encumbrances.

                  (b) Reservation of Shares. The Company shall at all times have
authorized,  and  reserved  for the  purpose of issuance  upon  exercise of this
Warrant,  a  sufficient  number of shares of  Common  Stock to  provide  for the
exercise in full of this Warrant  (without  giving effect to the  limitations on
exercise set forth in Section 8(g) hereof).

                  (c) Listing.  The Company shall promptly secure the listing of
the shares of Common  Stock  issuable  upon  exercise of this  Warrant upon each
national  securities  exchange or automated quotation system, if any, upon which
shares of Common  Stock are then  listed or become  listed  (subject to official
notice of issuance upon exercise of this Warrant) and shall maintain, so long as
any other shares of Common Stock shall be so listed,  such listing of all shares
of Common Stock from time to time  issuable  upon the exercise of this  Warrant;
and the Company shall so list on each national  securities exchange or automated
quotation  system,  as the case may be, and shall  maintain such listing of, any
other shares of capital stock of the Company  issuable upon the exercise of this
Warrant if and so long as any  shares of the same class  shall be listed on such
national securities exchange or automated quotation system.

                  (d)  Certain  Actions  Prohibited.  The  Company  will not, by
amendment  of its  charter or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this  Warrant in order to protect the  exercise  privilege of the holder of this
Warrant  against  dilution or other  impairment,  consistent  with the tenor and
purpose of this Warrant.  Without limiting the generality of the foregoing,  the
Company  (i) will not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant  above the Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

                  (e) Successors and Assigns.  This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation, or acquisition of
all or substantially all of the Company's assets.

                  (f) Blue Sky Laws. The Company shall, on or before the date of
issuance  of  any  Warrant  Shares,  take  such  actions  as the  Company  shall
reasonably  determine are necessary to qualify the Warrant Shares for, or obtain
exemption  for the Warrant  Shares for,  sale to the holder of this Warrant upon
the exercise hereof under applicable securities or "blue sky" laws of the states
of the United States,  and shall provide evidence of any such action so taken to
the holder of this

                                        4
<PAGE>

Warrant  prior to such date;  provided,  however,  that the Company shall not be
required  to  qualify  as a foreign  corporation  or file a general  consent  to
service of process in any such jurisdiction.

         5.  Antidilution  Provisions.  The  Exercise  Price  and the  number of
Warrant Shares  issuable  hereunder  shall be subject to adjustment from time to
time as provided in this Section 5.

         In the event that any  adjustment  of the  Exercise  Price as  required
herein results in a fraction of a cent,  such Exercise Price shall be rounded up
or down to the nearest cent.

                  (a)  Subdivision  or  Combination  of  Common  Stock.  If  the
Company, at any time after the Issue Date, subdivides (by any stock split, stock
dividend, recapitalization,  reorganization,  reclassification or otherwise) its
shares of Common Stock into a greater number of shares,  then, after the date of
record for effecting such subdivision,  the Exercise Price in effect immediately
prior to such subdivision will be proportionately  reduced.  If the Company,  at
any  time  after  the  Issue   Date,   combines   (by   reverse   stock   split,
recapitalization,  reorganization,  reclassification or otherwise) its shares of
Common Stock into a smaller number of shares, then, after the date of record for
effecting such  combination,  the Exercise Price in effect  immediately prior to
such  combination  will be  proportionately  increased.  In  addition,  upon any
adjustment  of the Exercise  Price in  accordance  with this Section  5(a),  the
"Market Price in effect on the Issue Date" used for purposes of determining  the
occurrence  of a  Reset  Event  pursuant  to  Section  1  hereof  shall  also be
proportionately adjusted.

                  (b)  Adjustment in Number of Shares.  Upon each  adjustment of
the Exercise  Price  pursuant to the provisions of this Section 5, the number of
shares of Common Stock issuable upon exercise of this Warrant and for which this
Warrant is or may become  exercisable  shall be adjusted by multiplying a number
equal to the Exercise Price in effect  immediately  prior to such  adjustment by
the number of shares of Common  Stock  issuable or for which this  Warrant is or
may become exercisable (as applicable) upon exercise of this Warrant immediately
prior to such  adjustment  and  dividing the product so obtained by the adjusted
Exercise Price.

                  (c)   Consolidation,   Merger   or   Sale.   In  case  of  any
consolidation  of the  Company  with,  or merger of the  Company  into any other
corporation, or in case of any sale or conveyance of all or substantially all of
the assets of the  Company  other  than in  connection  with a plan of  complete
liquidation of the Company at any time after the Issue Date, then as a condition
of such consolidation,  merger or sale or conveyance, adequate provision will be
made  whereby  the holder of this  Warrant  will have the right to  acquire  and
receive  upon  exercise  of this  Warrant in lieu of the shares of Common  Stock
immediately  theretofore  acquirable  upon the  exercise of this  Warrant,  such
shares of stock,  securities,  cash or assets as may be issued or  payable  with
respect to or in exchange for the number of shares of Common  Stock  immediately
theretofore  acquirable  and  receivable  upon exercise of this Warrant had such
consolidation,  merger or sale or conveyance not taken place.  In any such case,
the Company will make  appropriate  provision to insure that the  provisions  of
this Section 5 will  thereafter be applicable as nearly as may be in relation to
any shares of stock or securities  thereafter  deliverable  upon the exercise of
this Warrant.  The Company will not effect any consolidation,  merger or sale or
conveyance unless prior to the consummation  thereof, the successor  corporation
(if other than the Company) assumes by written  instrument the obligations under
this


                                        5
<PAGE>


Warrant and the obligations to deliver to the holder of this Warrant such shares
of stock,  securities or assets as, in accordance with the foregoing provisions,
the holder may be entitled to acquire.

                  (d) Distribution of Assets.  In case the Company shall declare
or make any  distribution  of its assets (or  rights to acquire  its  assets) to
holders of Common Stock as a partial liquidating  dividend,  stock repurchase by
way of return of capital or otherwise (including any dividend or distribution to
the Company's  shareholders  of cash or shares (or rights to acquire  shares) of
capital stock of a subsidiary) (a  "Distribution"),  at any time after the Issue
Date,  then the holder of this Warrant  shall be entitled  upon exercise of this
Warrant  for the  purchase of any or all of the shares of Common  Stock  subject
hereto,  to receive the amount of such assets (or rights)  which would have been
payable to the holder had such  holder  been the holder of such shares of Common
Stock on the record date for the determination of shareholders  entitled to such
Distribution.

                  (e) Notice of  Adjustment.  Upon the  occurrence  of any event
which  requires any  adjustment of the Exercise  Price,  then,  and in each such
case, the Company shall give notice thereof to the holder of this Warrant, which
notice shall state the Exercise  Price  resulting  from such  adjustment and the
increase or decrease in the number of Warrant  Shares  purchasable at such price
upon exercise,  setting forth in reasonable detail the method of calculation and
the facts  upon which  such  calculation  is based.  Such  calculation  shall be
certified by the chief financial officer of the Company.

                  (f) Minimum Adjustment of Exercise Price. No adjustment of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

                  (g) No Fractional Shares. No fractional shares of Common Stock
are to be issued upon the exercise of this Warrant,  but the Company shall pay a
cash  adjustment  in respect of any  fractional  share which would  otherwise be
issuable in an amount equal to the same  fraction of the Market Price of a share
of Common Stock on the date of such exercise.

                  (h)      Other Notices.  In case at any time:

                      (i) the Company shall declare any dividend upon the Common
Stock  payable  in shares  of stock of any class or make any other  distribution
(other than dividends or distributions  payable in cash out of retained earnings
consistent with the Company's past practices with respect to declaring dividends
and making distributions) to the holders of the Common Stock;

                      (ii) the Company shall offer for  subscription pro rata to
the holders of the Common Stock any  additional  shares of stock of any class or
other rights;

                      (iii)  there shall be any  capital  reorganization  of the
Company,  or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substantially  all of its assets to,
another corporation or entity; or


                                        6
<PAGE>


                      (iv)   there   shall  be  a   voluntary   or   involuntary
dissolution, liquidation or winding-up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or, if not then known, a reasonable  estimate  thereof by the Company)
when the same shall take place. Such notice shall also specify the date on which
the  holders  of Common  Stock  shall be  entitled  to  receive  such  dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up, as the case may be. Such notice shall be given at least seventy-five
(75) days prior to the record date or the date on which the Company's  books are
closed in respect thereto. Failure to give any such notice or any defect therein
shall not affect the  validity of the  proceedings  referred to in clauses  (i),
(ii), (iii) and (iv) above.

                  (i) Certain Events.  If, at any time after the Issue Date, any
event  occurs of the type  contemplated  by the  adjustment  provisions  of this
Section 5 but not expressly  provided for by such  provisions,  the Company will
give notice of such event as provided in Section 5(e) hereof,  and the Company's
Board of Directors will make an appropriate adjustment in the Exercise Price and
the number of shares of Common Stock acquirable upon exercise of this Warrant so
that the rights of the holder shall be neither  enhanced nor  diminished by such
event.

                  (j)   Certain Definitions.

                      (i) "Closing  Bid Price"  means,  as of any date,  (i) the
closing  bid price for the  shares of Common  Stock as  reported  on the  Nasdaq
SmallCap Market by Bloomberg Financial Markets or a comparable reporting service
of national reputation selected by the Company and reasonably  acceptable to the
holder hereof if Bloomberg  Financial  Markets is not then reporting closing bid
prices for the Common Stock (collectively,  "Bloomberg"),  or (ii) if the Nasdaq
SmallCap  Market is not the  principal  trading  market for the shares of Common
Stock,  the last  reported  sale price  reported by Bloomberg  on the  principal
trading market for the Common Stock, or, if there is no sale price reported, the
last bid price  reported by  Bloomberg,  or (iii) if the foregoing do not apply,
the last sale price of such security in the over-the-counter  market on the pink
sheets or bulletin  board for such security as reported by  Bloomberg,  or if no
sale price is so reported for such security, the last bid price of such security
as reported by Bloomberg,  or (iv) if the Closing Bid Price cannot be calculated
as of such date on any of the  foregoing  bases,  the  Closing  Bid Price of the
Common  Stock  on such  date  shall  be the  fair  market  value  as  reasonably
determined by an investment  banking firm selected by the Company and reasonably
acceptable  to the holder,  with the costs of the  appraisal  to be borne by the
Company. The manner of determining the Closing Bid Price of the Common Stock set
forth in the foregoing definition shall apply with respect to any other security
in respect of which a determination as to market value must be made hereunder.


                                        7
<PAGE>

                      (ii)  "Common  Stock,"  for  purposes  of this  Section 5,
includes  the  Common  Stock and any  additional  class of stock of the  Company
having no preference as to dividends or distributions  on liquidation,  provided
that the shares  purchasable  pursuant to this Warrant shall include only Common
Stock in respect of which this Warrant is exercisable,  or shares resulting from
any  subdivision  or  combination  of such Common  Stock,  or in the case of any
reorganization,   reclassification,   consolidation,  merger,  or  sale  of  the
character  referred to in Section 5(c) hereof,  the stock or other securities or
property provided for in such Section.

                      (iii) "Market Price" means, as of any date, the average of
the Closing Bid Prices for the Common Stock for the five (5) consecutive trading
days ending on the trading day immediately  preceding such date of determination
(subject  to  equitable  adjustment  for  any  stock  splits,  stock  dividends,
reclassifications  or similar events  occurring during such five (5) trading day
period).

         6. Issue Tax. The issuance of certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

         7. No Rights or Liabilities  as a  Shareholder.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         8.       Transfer, Exchange, Redemption and Replacement of Warrant.

                  (a)  Restriction  on  Transfer.  This  Warrant  and the rights
granted  to the  holder  hereof  are  transferable,  in whole  or in part,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Section 8(e) below, provided,  however, that any transfer or assignment shall be
subject to the  conditions  set forth in Sections 8(f) and (g) hereof and to the
provisions of Sections 2(f) and 2(g) of the Securities Purchase Agreement. Until
due  presentment for  registration of transfer on the books of the Company,  the
Company may treat the  registered  holder  hereof as the owner and holder hereof
for all  purposes,  and the  Company  shall not be affected by any notice to the
contrary.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
registration  rights  described  in  Section  9 hereof  are  assignable  only in
accordance with the provisions of the Registration Rights Agreement.

                  (b) Warrant  Exchangeable  for Different  Denominations.  This
Warrant is  exchangeable,  upon the surrender hereof by the holder hereof at the
office or agency of the  Company  referred  to in Section  8(e)  below,  for new
Warrants of like tenor of different denominations  representing in the aggregate
the right to purchase the number of shares of Common Stock which


                                        8

<PAGE>


may be purchased hereunder,  each of such new Warrants to represent the right to
purchase  such number of shares as shall be  designated  by the holder hereof at
the time of such surrender.

                  (c)   Replacement   of  Warrant.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company of the loss,  theft,  destruction,  or
mutilation  of this  Warrant  and,  in the  case of any  such  loss,  theft,  or
destruction,  upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the  Company,  or, in the case of any such  mutilation,  upon
surrender and cancellation of this Warrant,  the Company,  at its expense,  will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

                  (d) Cancellation;  Payment of Expenses.  Upon the surrender of
this Warrant in  connection  with any  transfer,  exchange,  or  replacement  as
provided  in this  Section 8, this  Warrant  shall be  promptly  canceled by the
Company.  The Company shall pay all taxes (other than securities transfer taxes)
and all other  expenses  (other  than legal  expenses,  if any,  incurred by the
holder or transferees)  and charges payable in connection with the  preparation,
execution,  and  delivery  of Warrants  pursuant to this  Section 8. The Company
shall  indemnify  and  reimburse  the holder of this  Warrant  for all costs and
expenses  (including  legal fees) incurred by such holder in connection with the
enforcement of its rights hereunder.

                  (e) Warrant  Register.  The  Company  shall  maintain,  at its
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the holder hereof),  a register for this Warrant,  in
which the Company  shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee
and each prior owner of this Warrant.

                  (f) Exercise or Transfer Without Registration. If, at the time
of the surrender of this Warrant in connection with any exercise,  transfer,  or
exchange of this  Warrant,  this Warrant (or, in the case of any  exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require, as a condition of allowing such exercise,  transfer,  or exchange,  (i)
that the holder or transferee of this  Warrant,  as the case may be,  furnish to
the  Company a written  opinion  of  counsel  (which  opinion  shall be in form,
substance and scope customary for opinions of counsel in comparable transactions
and  reasonably  acceptable  to counsel for the Company) to the effect that such
exercise,  transfer,  or exchange  may be made  without  registration  under the
Securities Act and under  applicable state securities or blue sky laws (the cost
of which shall be borne by the Company if the Company's  counsel renders such an
opinion  and up to $250 of such  cost  shall  be  borne  by the  Company  if the
holder's  counsel is requested to render such opinion),  (ii) that the holder or
transferee  execute and deliver to the Company an investment  letter in form and
substance  acceptable  to the  Company  and  (iii)  that  the  transferee  be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act;  provided  that  no such  opinion,  letter,  or  status  as an  "accredited
investor" shall be required in connection  with a transfer  pursuant to Rule 144
under the Securities Act.

                  (g)   Additional   Restrictions   on  Exercise  or   Transfer.
Notwithstanding  anything  contained  herein to the contrary,  unless the holder
hereof  delivers a waiver in  accordance  with the last sentence of this Section
8(g),  this Warrant  shall not be  exercisable  by a holder hereof to the extent
(but  only to the  extent)  that  (a) the  number  of  shares  of  Common  Stock
beneficially owned

                                        9
<PAGE>


by such holder and its  affiliates  (other than shares of Common Stock which may
be deemed beneficially owned through the ownership of the unexercised portion of
the Warrants or the unexercised or unconverted  portion of any other  securities
of the Company  subject to a limitation on  conversion or exercise  analogous to
the  limitation  contained  herein) and (b) the number of shares of Common Stock
issuable upon exercise of the Warrant (or portion thereof) with respect to which
the  determination  described  herein is being made,  would result in beneficial
ownership  by  such  holder  and  its  affiliates  of  more  than  9.99%  of the
outstanding shares of Common Stock. To the extent the above limitation  applies,
the  determination  of  whether  and  to  what  extent  this  Warrant  shall  be
exercisable vis-a-vis other securities owned by such holder shall be in the sole
discretion  of the holder and  submission  of this  Warrant  for full or partial
exercise  shall be deemed to be the  holder's  determination  of whether and the
extent to which  this  Warrant  is  exercisable,  in each case  subject  to such
aggregate  percentage  limitation.  No prior  inability  to exercise the Warrant
pursuant  to this  Section  shall  have any effect on the  applicability  of the
provisions  of this  Section  with respect to any  subsequent  determination  of
exerciseability.  For purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended,  and Regulation  13D-G  thereunder,  except as
otherwise  provided in clause (a) hereof.  Except as provided in the immediately
succeeding sentence,  the restrictions contained in this Section 8(g) may not be
amended  without the consent of the holder of this  Warrant and the holders of a
majority of the Company's then  outstanding  Common Stock.  Notwithstanding  the
foregoing,  the  holder  hereof  may  waive the  restrictions  set forth in this
Section 8(g) by written  notice to the Company upon not less than sixty-one (61)
days prior notice (with such waiver  taking  effect only upon the  expiration of
such sixty-one (61) day notice period).

         9. Registration Rights. The initial holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect  of the  Warrant  Shares  as are set  forth in the  Registration  Rights
Agreement,  including the right to assign such rights to certain  assignees,  as
set forth therein.

         10.  Notices.  Any notices  required or permitted to be given under the
terms of this  Warrant  shall be sent by certified  or  registered  mail (return
receipt  requested)  or  delivered  personally  or by  courier  or by  confirmed
telecopy,  and shall be effective  five days after being placed in the mail,  if
mailed,  or upon receipt or refusal of receipt,  if delivered  personally  or by
courier,  or by  confirmed  telecopy,  in each case  addressed  to a party.  The
addresses for such communications shall be:

                                       10

<PAGE>



                   If to the Company:

                   Focus Enhancements, Inc.
                   142 North Road
                   Sudbury, MA  01776
                   Telecopy: (978) 371-8471
                   Attn: Chief Financial Officer

                   with a copy simultaneously transmitted by like means to:

                   Sullivan & Worcester LLP
                   One Post Office Square
                   Boston, MA  02109
                   Telecopy:  (617) 338-2880
                   Attn:  John Piccione, Esq.

If to the holder,  at such address as such holder shall have provided in writing
to the  Company,  or at such other  address as such holder  furnishes  by notice
given in accordance with this Section 10.

         11. Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed in  accordance  with the laws of the State of Delaware  applicable  to
contracts  made and to be  performed  in the  State  of  Delaware.  The  Company
irrevocably consents to the jurisdiction of the United States federal courts and
state courts located in the State of Delaware in any suit or proceeding based on
or arising under this Warrant and irrevocably  agrees that all claims in respect
of such  suit or  proceeding  may be  determined  in such  courts.  The  Company
irrevocably  waives any  objection  to the laying of venue and the defense of an
inconvenient  forum to the  maintenance of such suit or proceeding.  The Company
further  agrees that service of process upon the Company  mailed by certified or
registered  mail shall be deemed in every respect  effective  service of process
upon the Company in any such suit or proceeding. Nothing herein shall affect the
holder's  right to serve  process  in any other  manner  permitted  by law.  The
Company  agrees  that a  final  non-appealable  judgment  in any  such  suit  or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on such judgment or in any other lawful manner.

         12.      Miscellaneous.

                  (a) Amendments. This Warrant and any provision hereof may only
be amended by an  instrument  in writing  signed by the  Company  and the holder
hereof.

                  (b)  Descriptive  Headings.  The  descriptive  headings of the
several  Sections of this Warrant are  inserted for purposes of reference  only,
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

                  (c)  Cashless  Exercise.   Notwithstanding   anything  to  the
contrary  contained in this Warrant,  if the resale of the Warrant Shares by the
holder is not then registered  pursuant to an effective  registration  statement
under the  Securities  Act,  this Warrant may be exercised at any time after the
first  anniversary  of the Issue Date until the end of the Exercise  Period,  by
presentation and

                                       11
<PAGE>

surrender of this Warrant to the Company at its principal executive offices with
a written  notice of the  holder's  intention  to  effect a  cashless  exercise,
including  a  calculation  of the number of shares of Common  Stock to be issued
upon such exercise in accordance with the terms hereof (a "Cashless  Exercise").
In the event of a Cashless  Exercise,  in lieu of paying the  Exercise  Price in
cash,  the holder  shall  surrender  this  Warrant  for that number of shares of
Common Stock  determined by multiplying the number of Warrant Shares to which it
would  otherwise be entitled by a fraction,  the numerator of which shall be the
difference  between the then current Market Price of a share of the Common Stock
on the date of exercise and the Exercise  Price,  and the  denominator  of which
shall be the then current Market Price per share of Common Stock.

                  (d)  Business  Day.  For  purposes of this  Warrant,  the term
"business  day" means any day, other than a Saturday or Sunday or a day on which
banking  institutions  in the State of New York are  authorized  or obligated by
law, regulation or executive order to close.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                       12

<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.


                                      FOCUS ENHANCEMENTS, INC.


                                      By: /s/ Thomas L. Massie
                                          Name: Thomas L. Massie
                                          Title: Chief Executive Officer




                                       13

<PAGE>



                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)

To:      FOCUS ENHANCEMENTS, INC.
         142 North Road
         Sudbury, MA  01776
         Telecopy: (978) 371-8471
         Attn: Chief Financial Officer

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
_____________  shares  of the  Common  Stock  of  FOCUS  ENHANCEMENTS,  INC.,  a
corporation  organized under the laws of the State of Delaware (the  "Company"),
evidenced by the attached  Warrant,  and herewith  makes payment of the Exercise
Price with respect to such shares in full, all in accordance with the conditions
and provisions of said Warrant.

         The  undersigned  agrees  not to offer,  sell,  transfer  or  otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended,  or any state  securities laws, and agrees that the following legend
may be affixed to the stock  certificate for the Common Stock hereby  subscribed
for if  resale  of  such  Common  Stock  is not  registered  or if  Rule  144 is
unavailable:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
         ANY STATE OF THE UNITED STATES.  THE SECURITIES  REPRESENTED HEREBY MAY
         NOT BE OFFERED  OR SOLD IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
         STATEMENT FOR THE SECURITIES  UNDER  APPLICABLE  SECURITIES LAWS UNLESS
         OFFERED,  SOLD OR TRANSFERRED  PURSUANT TO AN AVAILABLE  EXEMPTION FROM
         THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

o        The  undersigned  requests that the Company cause its transfer agent to
         electronically  transmit  the Common  Stock  issuable  pursuant to this
         Exercise  Agreement  to the account of the  undersigned  or its nominee
         (which is  _________________)  with DTC through its Deposit  Withdrawal
         Agent Commission System ("DTC Transfer").

o        In lieu of receiving  the shares of Common Stock  issuable  pursuant to
         this Exercise Agreement by way of DTC Transfer,  the undersigned hereby
         requests that the Company cause its transfer agent to issue and deliver
         to the undersigned  physical  certificates  representing such shares of
         Common Stock.

         The undersigned  requests that a Warrant  representing  any unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:


                                       14

<PAGE>




Dated:_________________              _____________________________________
                                              Signature of Holder

                                     -------------------------------------
                                              Name of Holder (Print)

                                              Address:
                                     -------------------------------------

                                     -------------------------------------

                                     -------------------------------------


                                       15

<PAGE>



                               FORM OF ASSIGNMENT


         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect  to the  number  of shares of Common  Stock  covered  thereby  set forth
hereinbelow, to:

Name of Assignee             Address                          No of Shares
- ----------------             -------                          ------------






,      and      hereby      irrevocably       constitutes      and      appoints
_____________________________________  as agent and attorney-in-fact to transfer
said Warrant on the books of the  within-named  corporation,  with full power of
substitution in the premises.


Dated: _____________________, ____

In the presence of

- ------------------

                        Name: ____________________________


                                 Signature: _______________________
                                 Title of Signing Officer or Agent (if any):

                                 Address: 
                                            ------------------------
                                            ------------------------
                                            ------------------------


                                 Note:    The above signature should
                                          correspond exactly with the name on
                                          the face of the within Warrant.


                                                                     EXHIBIT 4.5







         VOID AFTER 5:00 P.M., NEW YORK CITY
         TIME, ON MARCH 3, 2003


         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES  ACT"),  OR THE SECURITIES  LAWS OF ANY STATE OF THE UNITED
         STATES OR ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY
         NOT BE OFFERED  OR SOLD IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
         STATEMENT FOR THE SECURITIES  UNDER  APPLICABLE  SECURITIES LAWS UNLESS
         OFFERED,  SOLD OR TRANSFERRED  PURSUANT TO AN AVAILABLE  EXEMPTION FROM
         THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

                                         Right to Purchase _______ Shares of
                                         Common Stock, par value $.01 per share

Date: March 3, 1998

                            FOCUS ENHANCEMENTS, INC.
                             STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received, ____________________________,
or its  registered  assigns,  is entitled to purchase  from FOCUS  ENHANCEMENTS,
INC.,  a  corporation  organized  under the laws of the State of  Delaware  (the
"Company"),  at any time or from time to time  during  the period  specified  in
Section 2 hereof,  Fifteen Thousand (15,000) fully paid and nonassessable shares
of the Company's common stock, par value $.01 per share (the "Common Stock"), at
an exercise price per share (the "Exercise Price") determined in accordance with
Section 1 hereof.  The number of shares of Common  Stock  purchasable  hereunder
(the  "Warrant  Shares") and the  Exercise  Price are subject to  adjustment  as
provided in Section 5 hereof.


<PAGE>

         This  Warrant  is  subject  to the  following  terms,  provisions,  and
conditions:

         1.  Determination of Exercise Price. The Exercise Price shall initially
equal 115% of the Market  Price (as defined in Section 5(j) hereof) in effect on
the date of initial  issuance of this  Warrant  (the "Issue  Date") and shall be
subject to adjustment as provided in Section 5 hereof.

         2. Period of Exercise.  This Warrant shall be  exercisable  at any time
and from time to time on or after the Issue Date and before 5:00 p.m.,  New York
City time,  on the fifth  (5th)  anniversary  of the Issue  Date (the  "Exercise
Period").

         3. Manner of Exercise;  Issuance of  Certificates;  Payment for Shares.
Subject to the provisions hereof, including, without limitation, the limitations
contained  in Section 8 hereof,  this  Warrant  may be  exercised  by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company  during normal  business  hours on any business day
during the Exercise Period at the Company's principal executive offices (or such
other  office or  agency of the  Company  as it may  designate  by notice to the
holder  hereof),  and upon (i) payment to the Company in cash,  by  certified or
official bank check or by wire  transfer for the account of the Company,  of the
Exercise  Price for the Warrant  Shares  specified in the Exercise  Agreement or
(ii) if the holder is  effectuating  a Cashless  Exercise (as defined in Section
12(c) hereof)  pursuant to Section  12(c)  hereof,  delivery to the Company of a
written  notice of an  election  to effect a Cashless  Exercise  for the Warrant
Shares  specified in the  Exercise  Agreement.  The Warrant  Shares so purchased
shall be deemed to be issued to the holder hereof or such holder's designee,  as
the record  owner of such  shares,  as of the close of  business  on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall have been  delivered,  and payment shall have been made for such shares as
set forth above or, if such date is not a business date, on the next  succeeding
business  date.  The Warrant  Shares so  purchased,  representing  the aggregate
number of shares specified in the Exercise Agreement,  shall be delivered to the
holder hereof  within a reasonable  time,  not exceeding two (2) business  days,
after this Warrant shall have been so exercised in accordance with the foregoing
(the "Delivery Period"). If the Company's transfer agent is participating in the
Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and
so long as the certificates  therefor do not bear a legend and the holder is not
obligated to return such certificate for the placement of a legend thereon,  the
Company shall cause its transfer  agent to  electronically  transmit the Warrant
Shares so purchased to the holder by crediting  the account of the holder or its
nominee with DTC through its Deposit  Withdrawal Agent  Commission  system ("DTC
Transfer").  If  the  aforementioned  conditions  to  a  DTC  Transfer  are  not
satisfied,  the  Company  shall  deliver  to the  holder  physical  certificates
representing the Warrant Shares so purchased.  Further,  the holder may instruct
the  Company to deliver to the holder  physical  certificates  representing  the
Warrant  Shares so  purchased  in lieu of  delivering  such shares by way of DTC
Transfer. Any certificates so delivered shall be in such denominations as may be
reasonably  requested by the holder  hereof,  shall be registered in the name of
such  holder or such  other  name as shall be  designated  by such  holder  and,
following the date on which the Warrant  Shares have been  registered  under the
Securities  Act or  otherwise  may be sold by the  holder  pursuant  to Rule 144
promulgated  under the Securities Act (or a successor rule),  shall not bear any
restrictive  legend.  If this Warrant  shall have been  exercised  only in part,
then, unless this Warrant has expired, the Company shall, at its expense, at the
time of

                                        2

<PAGE>


delivery of such certificates,  deliver to the holder a new Warrant representing
the number of shares with respect to which this Warrant shall not then have been
exercised.

         If, at any time, a holder of this  Warrant  submits  this  Warrant,  an
Exercise  Agreement and payment to the Company of the Exercise Price for each of
the Warrant Shares specified in the Exercise Agreement  (including pursuant to a
Cashless Exercise), and the Company fails for any reason to deliver, on or prior
to the fourth  business day following the expiration of the Delivery  Period for
such  exercise,  the  number of shares  of Common  Stock to which the  holder is
entitled upon such exercise (an "Exercise Default"),  then the Company shall pay
to the holder payments  ("Exercise Default Payments") for an Exercise Default in
an amount  equal to One Hundred  Fifty  Dollars  ($150.00)  per day for each day
after the expiration of the Delivery  Period through and until the date on which
the Company issues and delivers  certificates  for the shares of Common Stock to
which the holder is entitled upon such exercise.  The accrued  Exercise  Default
Payment for each  calendar  month shall be paid in cash or shall be  convertible
into Common Stock, at the holder's option, as follows:

                  (a) In the event  holder  elects to take such payment in cash,
cash  payment  shall be made to  holder  by the  fifth  (5th)  day of the  month
following the month in which it has accrued; and

                  (b) In the event holder  elects to take such payment in Common
Stock, the holder may convert such payment amount into Common Stock at the lower
of the Exercise  Price or the Market  Price (as defined in Section  5(j)) (as in
effect at the time of  conversion)  at any time after the fifth (5th) day of the
month following the month in which it has accrued.

         Nothing  herein shall limit the holder's right to pursue actual damages
for the Company's  failure to maintain a sufficient  number of authorized shares
of Common  Stock as required  pursuant to the terms of Section 4(b) hereof or to
otherwise  issue  shares  of Common  Stock  upon  exercise  of this  Warrant  in
accordance with the terms hereof,  and the holder shall have the right to pursue
all  remedies  available  at law or in equity  (including  a decree of  specific
performance and/or injunctive relief).

         4. Certain Agreements of the Company.  The Company hereby covenants and
agrees as follows:

                  (a) Shares to be Fully Paid.  All Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid, and nonassessable and free from all taxes, liens, claims and encumbrances.

                  (b) Reservation of Shares. The Company shall at all times have
authorized,  and  reserved  for the  purpose of issuance  upon  exercise of this
Warrant,  a  sufficient  number of shares of  Common  Stock to  provide  for the
exercise in full of this Warrant  (without  giving effect to the  limitations on
exercise set forth in Section 8(g) hereof).

                  (c) Listing.  The Company shall promptly secure the listing of
the shares of Common  Stock  issuable  upon  exercise of this  Warrant upon each
national securities exchange or


                                        3
<PAGE>

automated  quotation  system, if any, upon which shares of Common Stock are then
listed or become listed (subject to official notice of issuance upon exercise of
this  Warrant) and shall  maintain,  so long as any other shares of Common Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon the exercise of this  Warrant;  and the Company  shall so list on
each national securities exchange or automated quotation system, as the case may
be, and shall maintain such listing of, any other shares of capital stock of the
Company  issuable upon the exercise of this Warrant if and so long as any shares
of the same  class  shall be  listed on such  national  securities  exchange  or
automated quotation system.

                  (d)  Certain  Actions  Prohibited.  The  Company  will not, by
amendment  of its  charter or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this  Warrant in order to protect the  exercise  privilege of the holder of this
Warrant  against  dilution or other  impairment,  consistent  with the tenor and
purpose of this Warrant.  Without limiting the generality of the foregoing,  the
Company  (i) will not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant  above the Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

                  (e) Successors and Assigns.  This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation, or acquisition of
all or substantially all of the Company's assets.

                  (f) Blue Sky Laws. The Company shall, on or before the date of
issuance  of  any  Warrant  Shares,  take  such  actions  as the  Company  shall
reasonably  determine are necessary to qualify the Warrant Shares for, or obtain
exemption  for the Warrant  Shares for,  sale to the holder of this Warrant upon
the exercise hereof under applicable securities or "blue sky" laws of the states
of the United States,  and shall provide evidence of any such action so taken to
the holder of this  Warrant  prior to such  date;  provided,  however,  that the
Company  shall not be  required  to qualify as a foreign  corporation  or file a
general consent to service of process in any such jurisdiction.

         5.  Antidilution  Provisions.  The  Exercise  Price  and the  number of
Warrant Shares  issuable  hereunder  shall be subject to adjustment from time to
time as provided in this Section 5.

         In the event that any  adjustment  of the  Exercise  Price as  required
herein results in a fraction of a cent,  such Exercise Price shall be rounded up
or down to the nearest cent.

                  (a)  Subdivision  or  Combination  of  Common  Stock.  If  the
Company, at any time after the Issue Date, subdivides (by any stock split, stock
dividend, recapitalization,  reorganization,  reclassification or otherwise) its
shares of Common Stock into a greater number of shares,  then, after the date of
record for effecting such subdivision,  the Exercise Price in effect immediately
prior to such subdivision will be proportionately  reduced.  If the Company,  at
any  time  after  the  Issue   Date,   combines   (by   reverse   stock   split,
recapitalization, reorganization, reclassification or otherwise) its


                                        4

<PAGE>



shares of Common Stock into a smaller number of shares,  then, after the date of
record for effecting such combination,  the Exercise Price in effect immediately
prior to such combination will be proportionately increased.

                  (b)  Adjustment in Number of Shares.  Upon each  adjustment of
the Exercise  Price  pursuant to the provisions of this Section 5, the number of
shares of Common Stock issuable upon exercise of this Warrant and for which this
Warrant is or may become  exercisable  shall be adjusted by multiplying a number
equal to the Exercise Price in effect  immediately  prior to such  adjustment by
the number of shares of Common  Stock  issuable or for which this  Warrant is or
may become exercisable (as applicable) upon exercise of this Warrant immediately
prior to such  adjustment  and  dividing the product so obtained by the adjusted
Exercise Price.

                  (c)   Consolidation,   Merger   or   Sale.   In  case  of  any
consolidation  of the  Company  with,  or merger of the  Company  into any other
corporation, or in case of any sale or conveyance of all or substantially all of
the assets of the  Company  other  than in  connection  with a plan of  complete
liquidation of the Company at any time after the Issue Date, then as a condition
of such consolidation,  merger or sale or conveyance, adequate provision will be
made  whereby  the holder of this  Warrant  will have the right to  acquire  and
receive  upon  exercise  of this  Warrant in lieu of the shares of Common  Stock
immediately  theretofore  acquirable  upon the  exercise of this  Warrant,  such
shares of stock,  securities,  cash or assets as may be issued or  payable  with
respect to or in exchange for the number of shares of Common  Stock  immediately
theretofore  acquirable  and  receivable  upon exercise of this Warrant had such
consolidation,  merger or sale or conveyance not taken place.  In any such case,
the Company will make  appropriate  provision to insure that the  provisions  of
this Section 5 will  thereafter be applicable as nearly as may be in relation to
any shares of stock or securities  thereafter  deliverable  upon the exercise of
this Warrant.  The Company will not effect any consolidation,  merger or sale or
conveyance unless prior to the consummation  thereof, the successor  corporation
(if other than the Company) assumes by written  instrument the obligations under
this Warrant and the  obligations  to deliver to the holder of this Warrant such
shares of stock,  securities  or assets  as, in  accordance  with the  foregoing
provisions, the holder may be entitled to acquire.

                  (d) Distribution of Assets.  In case the Company shall declare
or make any  distribution  of its assets (or  rights to acquire  its  assets) to
holders of Common Stock as a partial liquidating  dividend,  stock repurchase by
way of return of capital or otherwise (including any dividend or distribution to
the Company's  shareholders  of cash or shares (or rights to acquire  shares) of
capital stock of a subsidiary) (a  "Distribution"),  at any time after the Issue
Date,  then the holder of this Warrant  shall be entitled  upon exercise of this
Warrant  for the  purchase of any or all of the shares of Common  Stock  subject
hereto,  to receive the amount of such assets (or rights)  which would have been
payable to the holder had such  holder  been the holder of such shares of Common
Stock on the record date for the determination of shareholders  entitled to such
Distribution.

                  (e) Notice of  Adjustment.  Upon the  occurrence  of any event
which  requires any  adjustment of the Exercise  Price,  then,  and in each such
case, the Company shall give notice thereof to the holder of this Warrant, which
notice shall state the Exercise  Price  resulting  from such  adjustment and the
increase or decrease in the number of Warrant  Shares  purchasable at such price
upon exercise,  setting forth in reasonable detail the method of calculation and
the facts upon which


                                        5

<PAGE>



such  calculation  is based.  Such  calculation  shall be certified by the chief
financial officer of the Company.

                  (f) Minimum Adjustment of Exercise Price. No adjustment of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

                  (g) No Fractional Shares. No fractional shares of Common Stock
are to be issued upon the exercise of this Warrant,  but the Company shall pay a
cash  adjustment  in respect of any  fractional  share which would  otherwise be
issuable in an amount equal to the same  fraction of the Market Price of a share
of Common Stock on the date of such exercise.

                  (h)      Other Notices.  In case at any time:

                      (i) the Company shall declare any dividend upon the Common
Stock  payable  in shares  of stock of any class or make any other  distribution
(other than dividends or distributions  payable in cash out of retained earnings
consistent with the Company's past practices with respect to declaring dividends
and making distributions) to the holders of the Common Stock;

                      (ii) the Company shall offer for  subscription pro rata to
the holders of the Common Stock any  additional  shares of stock of any class or
other rights;

                      (iii)  there shall be any  capital  reorganization  of the
Company,  or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substantially  all of its assets to,
another corporation or entity; or

                      (iv)   there   shall  be  a   voluntary   or   involuntary
dissolution, liquidation or winding-up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or, if not then known, a reasonable  estimate  thereof by the Company)
when the same shall take place. Such notice shall also specify the date on which
the  holders  of Common  Stock  shall be  entitled  to  receive  such  dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up, as the case may be. Such notice shall be given at least seventy-five
(75) days prior to the record date or the date on which the Company's  books are
closed in respect thereto. Failure to give any such notice or any defect therein
shall not affect the  validity of the  proceedings  referred to in clauses  (i),
(ii), (iii) and (iv) above.


                                        6

<PAGE>



                  (i) Certain Events.  If, at any time after the Issue Date, any
event  occurs of the type  contemplated  by the  adjustment  provisions  of this
Section 5 but not expressly  provided for by such  provisions,  the Company will
give notice of such event as provided in Section 5(e) hereof,  and the Company's
Board of Directors will make an appropriate adjustment in the Exercise Price and
the number of shares of Common Stock acquirable upon exercise of this Warrant so
that the rights of the holder shall be neither  enhanced nor  diminished by such
event.

                  (j)      Certain Definitions.

                      (i) "Closing  Bid Price"  means,  as of any date,  (i) the
closing  bid price for the  shares of Common  Stock as  reported  on the  Nasdaq
SmallCap Market by Bloomberg Financial Markets or a comparable reporting service
of national reputation selected by the Company and reasonably  acceptable to the
holder hereof if Bloomberg  Financial  Markets is not then reporting closing bid
prices for the Common Stock (collectively,  "Bloomberg"),  or (ii) if the Nasdaq
SmallCap  Market is not the  principal  trading  market for the shares of Common
Stock,  the last  reported  sale price  reported by Bloomberg  on the  principal
trading market for the Common Stock, or, if there is no sale price reported, the
last bid price  reported by  Bloomberg,  or (iii) if the foregoing do not apply,
the last sale price of such security in the over-the-counter  market on the pink
sheets or bulletin  board for such security as reported by  Bloomberg,  or if no
sale price is so reported for such security, the last bid price of such security
as reported by Bloomberg,  or (iv) if the Closing Bid Price cannot be calculated
as of such date on any of the  foregoing  bases,  the  Closing  Bid Price of the
Common  Stock  on such  date  shall  be the  fair  market  value  as  reasonably
determined by an investment  banking firm selected by the Company and reasonably
acceptable  to the holder,  with the costs of the  appraisal  to be borne by the
Company. The manner of determining the Closing Bid Price of the Common Stock set
forth in the foregoing definition shall apply with respect to any other security
in respect of which a determination as to market value must be made hereunder.

                      (ii)  "Common  Stock,"  for  purposes  of this  Section 5,
includes  the  Common  Stock and any  additional  class of stock of the  Company
having no preference as to dividends or distributions  on liquidation,  provided
that the shares  purchasable  pursuant to this Warrant shall include only Common
Stock in respect of which this Warrant is exercisable,  or shares resulting from
any  subdivision  or  combination  of such Common  Stock,  or in the case of any
reorganization,   reclassification,   consolidation,  merger,  or  sale  of  the
character  referred to in Section 5(c) hereof,  the stock or other securities or
property provided for in such Section.

                      (iii) "Market Price" means, as of any date, the average of
the Closing Bid Prices for the Common Stock for the five (5) consecutive trading
days ending on the trading day immediately  preceding such date of determination
(subject  to  equitable  adjustment  for  any  stock  splits,  stock  dividends,
reclassifications  or similar events  occurring during such five (5) trading day
period).

         6. Issue Tax. The issuance of certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.


                                        7

<PAGE>



         7. No Rights or Liabilities  as a  Shareholder.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         8.       Transfer, Exchange, Redemption and Replacement of Warrant.

                  (a)  Restriction  on  Transfer.  This  Warrant  and the rights
granted  to the  holder  hereof  are  transferable,  in whole  or in part,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Section 8(e) below; provided,  however, that any transfer or assignment shall be
subject to the conditions  set forth in Sections 8(f) and (g) hereof.  Until due
presentment  for  registration  of  transfer  on the books of the  Company,  the
Company may treat the  registered  holder  hereof as the owner and holder hereof
for all  purposes,  and the  Company  shall not be affected by any notice to the
contrary.


                  (b) Warrant  Exchangeable  for Different  Denominations.  This
Warrant is  exchangeable,  upon the surrender hereof by the holder hereof at the
office or agency of the  Company  referred  to in Section  8(e)  below,  for new
Warrants of like tenor of different denominations  representing in the aggregate
the  right to  purchase  the  number of  shares  of  Common  Stock  which may be
purchased  hereunder,  each of such  new  Warrants  to  represent  the  right to
purchase  such number of shares as shall be  designated  by the holder hereof at
the time of such surrender.

                  (c)   Replacement   of  Warrant.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company of the loss,  theft,  destruction,  or
mutilation  of this  Warrant  and,  in the  case of any  such  loss,  theft,  or
destruction,  upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the  Company,  or, in the case of any such  mutilation,  upon
surrender and cancellation of this Warrant,  the Company,  at its expense,  will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

                  (d) Cancellation;  Payment of Expenses.  Upon the surrender of
this Warrant in  connection  with any  transfer,  exchange,  or  replacement  as
provided  in this  Section 8, this  Warrant  shall be  promptly  canceled by the
Company.  The Company shall pay all taxes (other than securities transfer taxes)
and all other  expenses  (other  than legal  expenses,  if any,  incurred by the
holder or transferees)  and charges payable in connection with the  preparation,
execution,  and  delivery  of Warrants  pursuant to this  Section 8. The Company
shall  indemnify  and  reimburse  the holder of this  Warrant  for all costs and
expenses  (including  legal fees) incurred by such holder in connection with the
enforcement of its rights hereunder.

                  (e) Warrant  Register.  The  Company  shall  maintain,  at its
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the holder hereof),  a register for this Warrant,  in
which the Company  shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee
and each prior owner of this Warrant.


                                        8

<PAGE>



                  (f) Exercise or Transfer Without Registration. If, at the time
of the surrender of this Warrant in connection with any exercise,  transfer,  or
exchange of this  Warrant,  this Warrant (or, in the case of any  exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require, as a condition of allowing such exercise,  transfer,  or exchange,  (i)
that the holder or transferee of this  Warrant,  as the case may be,  furnish to
the  Company a written  opinion  of  counsel  (which  opinion  shall be in form,
substance and scope customary for opinions of counsel in comparable transactions
and  reasonably  acceptable  to counsel to the  Company) to the effect that such
exercise,  transfer,  or exchange  may be made  without  registration  under the
Securities Act and under  applicable state securities or blue sky laws (the cost
of which shall be borne by the Company if the Company's  counsel renders such an
opinion  and up to $250 of such  cost  shall  be  borne  by the  Company  if the
holder's  counsel is requested to render such opinion),  (ii) that the holder or
transferee  execute and deliver to the Company an investment  letter in form and
substance  acceptable  to the  Company  and  (iii)  that  the  transferee  be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act;  provided  that  no such  opinion,  letter,  or  status  as an  "accredited
investor" shall be required in connection  with a transfer  pursuant to Rule 144
under the Securities Act.

                  (g)   Additional   Restrictions   on  Exercise  or   Transfer.
Notwithstanding  anything  contained  herein to the contrary,  unless the holder
hereof  delivers a waiver in  accordance  with the last sentence of this Section
8(g),  this Warrant  shall not be  exercisable  by a holder hereof to the extent
(but  only to the  extent)  that  (a) the  number  of  shares  of  Common  Stock
beneficially  owned by such  holder and its  affiliates  (other  than  shares of
Common Stock which may be deemed beneficially owned through the ownership of the
unexercised portion of this Warrant or the unexercised or unconverted portion of
any other  securities  of the Company  subject to a limitation  on conversion or
exercise  analogous to the  limitation  contained  herein) and (b) the number of
shares of Common  Stock  issuable  upon  exercise  of the  Warrant  (or  portion
thereof) with respect to which the determination described herein is being made,
would result in beneficial  ownership by such holder and its  affiliates of more
than 4.99% of the  outstanding  shares of Common Stock.  To the extent the above
limitation applies, the determination of whether and to what extent this Warrant
shall be exercisable vis-a-vis other securities owned by such holder shall be in
the sole  discretion  of the holder and  submission  of this Warrant for full or
partial exercise shall be deemed to be the holder's determination of whether and
the extent to which this  Warrant is  exercisable,  in each case subject to such
aggregate  percentage  limitation.  No prior  inability  to exercise the Warrant
pursuant  to this  Section  shall  have any effect on the  applicability  of the
provisions  of this  Section  with respect to any  subsequent  determination  of
exerciseability.  For purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended,  and Regulation  13D-G  thereunder,  except as
otherwise  provided in clause (a) hereof.  Except as provided in the immediately
succeeding sentence,  the restrictions contained in this Section 8(g) may not be
amended  without the consent of the holder of this  Warrant and the holders of a
majority of the Company's then  outstanding  Common Stock.  Notwithstanding  the
foregoing,  the  holder  hereof  may  waive the  restrictions  set forth in this
Section 8(g) by written  notice to the Company upon not less than sixty-one (61)
days prior notice (with such waiver  taking  effect only upon the  expiration of
such sixty-one (61) day notice period).

         9.  Registration  Rights.  The  initial  holder  of this  Warrant  (and
assignees  thereof)  shall be entitled to have the resale of the Warrant  Shares
issuable upon exercise of or otherwise pursuant


                                        9

<PAGE>



to this Warrant registered under the Securities Act pursuant to the registration
statement  (together with any amendments or supplements  thereto) required to be
filed by the  Company  in  accordance  with  that  certain  Registration  Rights
Agreement,  dated as of February  27,  1998,  by and between the Company and the
other signatories thereto.

         10.  Notices.  Any notices  required or permitted to be given under the
terms of this  Warrant  shall be sent by certified  or  registered  mail (return
receipt  requested)  or  delivered  personally  or by  courier  or by  confirmed
telecopy,  and shall be effective  five days after being placed in the mail,  if
mailed,  or upon receipt or refusal of receipt,  if delivered  personally  or by
courier,  or by  confirmed  telecopy,  in each case  addressed  to a party.  The
addresses for such communications shall be:

                      If to the Company:

                      Focus Enhancements, Inc.
                      142 North Road
                      Sudbury, MA  01776
                      Telecopy: (978) 371-8471
                      Attn: Chief Financial Officer

                      with a copy simultaneously transmitted by like means to:

                      Sullivan & Worcester LLP
                      One Post Office Square
                      Boston, MA  02109
                      Telecopy:  (617) 338-2880
                      Attn:  John Piccione, Esq.

If to the holder,  at such address as such holder shall have provided in writing
to the  Company,  or at such other  address as such holder  furnishes  by notice
given in accordance with this Section 10.

         11. Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed in  accordance  with the laws of the State of Delaware  applicable  to
contracts  made and to be  performed  in the  State  of  Delaware.  The  Company
irrevocably consents to the jurisdiction of the United States federal courts and
state courts located in the State of Delaware in any suit or proceeding based on
or arising under this Warrant and irrevocably  agrees that all claims in respect
of such  suit or  proceeding  may be  determined  in such  courts.  The  Company
irrevocably  waives any  objection  to the laying of venue and the defense of an
inconvenient  forum to the  maintenance of such suit or proceeding.  The Company
further  agrees that service of process upon the Company  mailed by certified or
registered  mail shall be deemed in every respect  effective  service of process
upon the Company in any such suit or proceeding. Nothing herein shall affect the
holder's  right to serve  process  in any other  manner  permitted  by law.  The
Company  agrees  that a  final  non-appealable  judgment  in any  such  suit  or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on such judgment or in any other lawful manner.



                                       10

<PAGE>



         12.      Miscellaneous.

                  (a) Amendments. This Warrant and any provision hereof may only
be amended by an  instrument  in writing  signed by the  Company  and the holder
hereof.

                  (b)  Descriptive  Headings.  The  descriptive  headings of the
several  Sections of this Warrant are  inserted for purposes of reference  only,
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

                  (c)  Cashless  Exercise.   Notwithstanding   anything  to  the
contrary  contained in this Warrant,  if the resale of the Warrant Shares by the
holder is not then registered  pursuant to an effective  registration  statement
under the  Securities  Act,  this Warrant may be exercised at any time after the
first  anniversary  of the Issue Date until the end of the Exercise  Period,  by
presentation  and  surrender  of this  Warrant to the  Company at its  principal
executive  offices with a written  notice of the holder's  intention to effect a
cashless  exercise,  including a  calculation  of the number of shares of Common
Stock to be issued upon such  exercise in  accordance  with the terms  hereof (a
"Cashless Exercise"). In the event of a Cashless Exercise, in lieu of paying the
Exercise Price in cash, the holder shall  surrender this Warrant for that number
of shares of Common Stock determined by multiplying the number of Warrant Shares
to which it would  otherwise be entitled by a fraction,  the  numerator of which
shall be the difference  between the then current Market Price of a share of the
Common Stock on the date of exercise and the Exercise Price, and the denominator
of which shall be the then current Market Price per share of Common Stock.

                  (d)  Business  Day.  For  purposes of this  Warrant,  the term
"business  day" means any day, other than a Saturday or Sunday or a day on which
banking  institutions  in the State of New York are  authorized  or obligated by
law, regulation or executive order to close.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                       11

<PAGE>




         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.


                                        FOCUS ENHANCEMENTS, INC.


                                        By: _________________________________
                                            Name:_____________________________
                                            Title:____________________________



                                       12

<PAGE>



                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)

To:      FOCUS ENHANCEMENTS, INC.
         142 North Road
         Sudbury, MA  01776
         Telecopy: (978) 371-8471
         Attn: Chief Financial Officer

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
_____________  shares  of the  Common  Stock  of  FOCUS  ENHANCEMENTS,  INC.,  a
corporation  organized under the laws of the State of Delaware (the  "Company"),
evidenced by the attached  Warrant,  and herewith  makes payment of the Exercise
Price with respect to such shares in full, all in accordance with the conditions
and provisions of said Warrant.

         The  undersigned  agrees  not to offer,  sell,  transfer  or  otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended,  or any state  securities laws, and agrees that the following legend
may be affixed to the stock  certificate for the Common Stock hereby  subscribed
for if  resale  of  such  Common  Stock  is not  registered  or if  Rule  144 is
unavailable:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
         ANY STATE OF THE UNITED STATES.  THE SECURITIES  REPRESENTED HEREBY MAY
         NOT BE OFFERED  OR SOLD IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
         STATEMENT FOR THE SECURITIES  UNDER  APPLICABLE  SECURITIES LAWS UNLESS
         OFFERED,  SOLD OR TRANSFERRED  PURSUANT TO AN AVAILABLE  EXEMPTION FROM
         THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

o        The  undersigned  requests that the Company cause its transfer agent to
         electronically  transmit  the Common  Stock  issuable  pursuant to this
         Exercise  Agreement  to the account of the  undersigned  or its nominee
         (which is  _________________)  with DTC through its Deposit  Withdrawal
         Agent Commission System ("DTC Transfer").

o        In lieu of receiving  the shares of Common Stock  issuable  pursuant to
         this Exercise Agreement by way of DTC Transfer,  the undersigned hereby
         requests that the Company cause its transfer agent to issue and deliver
         to the undersigned  physical  certificates  representing such shares of
         Common Stock.

         The undersigned  requests that a Warrant  representing  any unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:


                                       13

<PAGE>




Dated:_________________              _____________________________________
                                              Signature of Holder

                                     -------------------------------------
                                              Name of Holder (Print)

                                              Address:
                                     -------------------------------------

                                     -------------------------------------

                                     -------------------------------------


                                       14

<PAGE>



                               FORM OF ASSIGNMENT


         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect  to the  number  of shares of Common  Stock  covered  thereby  set forth
hereinbelow, to:

Name of Assignee            Address                            No of Shares
- ----------------            -------                            ------------






,      and      hereby      irrevocably       constitutes      and      appoints
_____________________________________  as agent and attorney-in-fact to transfer
said Warrant on the books of the  within-named  corporation,  with full power of
substitution in the premises.


Dated: _____________________, ____

In the presence of

- ------------------

                              Name: ____________________________


                                 Signature: _______________________
                                 Title of Signing Officer or Agent (if any):
                                              ------------------------
                                 Address:  ________________________
                                              ------------------------


                                 Note:    The above signature should
                                          correspond exactly with the name on
                                          the face of the within Warrant.




                              SULLIVAN & WORCESTER LLP
                               ONE POST OFFICE SQUARE
                             BOSTON, MASSACHUSETTS 02109
                                   (617) 338-2800
                                FAX NO. 617-338-2880
     IN WASHINGTON, D.C.                                   IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W.                              767 THIRD AVENUE
   WASHINGTON, D.C. 20036                              NEW YORK, NEW YORK 10017
       (202) 775-8190                                       (212) 486-8200
    FAX NO. 202-293-2275                                 FAX NO. 212-758-2151




                                                              April 2, 1998





FOCUS Enhancements, Inc.
142 North Road
Sudbury, Massachusetts 01776

Gentlemen:

         We are familiar with the  Registration  Statement on Form S-3 (the "S-3
Registration  Statement")  to which this  opinion is an exhibit,  to be filed by
FOCUS  Enhancements,  Inc., a Delaware  corporation  (the  "Company"),  with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The S-3  Registration  Statement  relates to the  proposed  public  offering  by
certain  securityholders  of the  Company of a total of  1,441,224  shares  (the
"Shares")  of the  Company's  Common  Stock,  $.01 par value per share  ("Common
Stock"), consisting of: (i) 1,092,150 shares issued to JNC Opportunity Fund Ltd.
(the  "Investor")  in  connection  with a private  placement  in March 1998 (the
"March 98  Offering");  (iii) 327,645  shares  issuable to the Investor upon the
exercise of warrants (the "Investor Warrants") issued to the Investor;  and (iv)
21,429  shares  issuable  upon the exercise of warrants  issued to the placement
agent and its designee (the "Broker  Warrants"  and,  together with the Investor
Warrants, the "Warrants") in connection with the March 98 Offering.

         We have  acted  as  counsel  to the  Company  in  connection  with  the
preparation of the S-3 Registration  Statement,  and we have examined and relied
on  the  originals  or  copies,   certified  or  otherwise   identified  to  our
satisfaction  of all such  corporate  records  of the  Company  and  such  other
instruments   and  other   certificates  of  public   officials,   officers  and
representatives  of the  Company and such other  persons,  and we have made such
investigations of law, as we have deemed  appropriate as a basis for the opinion
expressed below. In making such examination,  we have assumed the genuineness of
all signatures,  the legal capacity of natural persons,  the authenticity of all
documents submitted to us as originals and the conformity to the originals of


<PAGE>


FOCUS Enhancements, Inc.
April 2, 1998
Page 2


all documents  submitted to us as copies,  which facts we have not independently
verified. As to various facts material to the opinions set forth herein, we have
relied without  independent  verification  upon certificates of public officials
and upon facts certified to us by officers of the Company. We express no opinion
herein as to any laws other  than the  General  Corporation  Law of the State of
Delaware.

         Based upon the  foregoing,  we are of the opinion  that the Company has
corporate  power adequate for the issuance of the Shares  issuable in the manner
set forth in the S-3  Registration  Statement  and  offered  pursuant to the S-3
Registration  Statement.  The Shares issuable upon the exercise of the Warrants,
assuming  conversion or exercise on the date hereof (the "Relevant Shares") have
been duly  authorized  and  reserved  for  issuance.  Upon the  exercise  of the
Warrants into Shares and delivery of such Shares in accordance with the terms of
the Warrants,  the Relevant Shares so issued will be validly issued,  fully paid
and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
S-3 Registration Statement.

                                              Very truly yours,


                                              /s/  SULLIVAN & WORCESTER LLP
                                              SULLIVAN & WORCESTER LLP





                                                                    Exhibit 23.1





                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this  registration  statement of
FOCUS  Enhancements,  Inc. on Form S-3 of our report,  dated  February 27, 1998,
(except for Note 13 as to which the date is March 3, 1998), on the  consolidated
financial  statements of FOCUS  Enhancements,  Inc. as of and for the year ended
December  31,  1997,  appearing  in the  Annual  Report on Form  10-KSB of FOCUS
Enhancements,  Inc. for the year ended December 31, 1997. We also consent to the
reference to us under the heading "Experts" in the Prospectus,  which is part of
this Registration Statement.





                                                  WOLF & COMPANY, P.C.

Boston, Massachusetts
April 2, 1998



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